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O  R  G  A .  N  I  Z  A.  TI.ON 


Articles  of  Association  am 


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sand  of  lie  talata  of  i Sta 
of  (ilitaia  retatiTe  thereto. 


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■PILED     FROM     AUTHENTIC     SOURCES.] 


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N  E  W    Y  0  R  K : 


.NER    Li 


TABLE  OF  CONTENTS. 


PAGE. 

San  Francisco  tfc  San  Jose  R.  R.  Co.,  Articles  of  Association 5 

"               acceptance  of    Act  of  May  20,  1861.. . .  8 

certified  list  of  officers,  1870 10 

"              resolution  to  consolidate 10 

Southern  Pacific  R.  R.  Co.  (old  .organization),  Articles  of  Association 12 

"                 "           certified  list  of  officers,  1870 15 

"                "           resolution  to  consolidate 16 

Santa  Clara  &  Pajaro  Valley  R.  R.  Co.,  Articles  of  Association IV 

"                                             "             certified  list  of  officers,  18*70 21 

"                         "                "            resolution  to  consolidate 22 

California  Southern  R.  R.  Co.,  Articles  of  Association 23 

"                         "          certified  list  of  officers,  1870 26 

"                         "          resolution  to  consolidate 27 

Southern  Pacific  It.  It.  Co.  (new  organization),  Articles  of  Association  and 

consolidation 03 

certificate  of  publication  of  notice  of  consolidation..  85 

"                  "           amended  certificate  of  incorporation.. 36 

By-Laws  of  Southern  Pacific  It,  It.  Co 45 

Atlantic  <t  Pacific  It.  It.  Co.,  charter  by  Congress 49 

Act  of  Congress,  July  25,  1868,  extending  time  of  Southern  Pacific  R.  R.  Co..  62 
.Joint  Resolution  of  Congress,  June   28,    1870,    authorizing   construction   of 

Southern  Pacific  R.  R.  on  line  of  map  filed.  .  .  . , 62 

Section  23  of  Texas  Pacific  R.  R.,  Act  of  Congress,  March   3,  1871,  authoriz- 
ing construction,  &c , 63 

Act  of  California,  April  2,  1866,  authorizing  certain  counties  to  aid  Southern 

Pacific  It.  R 65 

Act  of  California,  March  30,  1868,  authorizing  San  Francisco  to  sell  stock  in 
San   Francisco   and    San   Jose  R.  R.   Co.   to  Southern 

Pacific  It.  R.  Co 74 


IV 

PAGE. 

Act  of  California,  March  30,  1868,  granting  lands  in  San  Francisco  to  South- 
ern Pacific  R.  R.  Co.,  for  a  terminus , 75 

"           "           March   1,  18*70,  relative  to  amending  certificates  of  incor- 
poration       79 

"          "          April  2,  1870,  extending  time  to  make  terminus  of  South- 
ern Pacific  R.  R 80 

"           "           April  2,   1870,  authorizing  San  Francisco  to  aid  in  con- 
struction of  Southern  Pacific  R.  R 81 

"  "  April  4,  1870,  to  aid  in  giving  effect  to  acts  of  Congress  in 

relation  to  Southern  Pacific  R.  R.  Co 85 

"          March  6,  1872,  extending  time  to  make  terminus  of  South- 
ern Pacific  R.  R 86 


iv  a 


TABLE  OF  CONTENTS  OF  SUPPLEMENT. 

» — ^-^ 

Page. 
Southern  Pacific  Branch  Railroad  ( Jompany — Articles  of  Association 88 

Southern  Pacific  Railroad  Company — Articles  of  Association  and  Consoli- 
dation of  the  Southern  Pacific  Railroad  Company  and  the  Southern 
Pacific  Branch  Railroad  Company 92 

The  Los  Angeles  and  San  Pedro  Railroad  Company — Articles  of  Incorpora- 
tion           <>*> 

Southern  Pacific  Railroad  Company — Articles  of  Association  and  Consoli- 
dation of  the  Southern  Pacific  Railroad  Company  and  the  Los 
Angeles  and  San  Pedro  Railroad  Company 106 


Southern  Pacific  Railroad  Company. 

ORGANIZATION. 


( L.  B.  H.  5  cts.  Int.  Rev. ) 
\   SUmp.    April  10,  '71.   J 


The  San  Francisco  and  San  Jose  Kailroad  Company. 


Certified  Copy  Articles   of  Association  and  Acceptance  of 

Provisions  of  Act  of   "May  20th,  1861,  Certified 

List  of  Officers  and  Copy  of  Resolution 

to  Consolidate  with  Other  Roads. 


State  of  California,         | 
Department  of  State. J 

I,  H.  L.  Nichols,  Secretary  of  State  of  the  State  of  California, 
do  hereby  certify  that  the  annexed  is  a  true,  full  and  correct 
copy  of  Articles  of  Association  of  the  San  Francisco  and  San 
Jose  Railroad  Company,  with  endorsements  thereon,  now  on 
file  in  my  office. 

Witness  my  hand,  and  the  great  seal  of  State,  at 
office  in  Sacramento,   California,  the  tenth  day 
{<*&.}  of  April,  A.  D.  1871. 

H.  L.  Nichols, 
Secretary  of  State. 
By  Lew.  B.  Harris, 

Deputy. 


COPY  OF  ARTICLES  OF  ASSOCIATION  OF  THE  SAN 
FRANCISCO  &  SAN  JOSE  RAILROAD  COMPANY. 

Know  all  men  by  these  Presents  :  That  we,  the  undersigned, 
being  subscribers  to  the  stock  of  a  contemplated  railroad  from 
the  city  of  San  Francisco,  in  the  county  of  San  Francisco  and 
State  of  California,  through  said  county  and  the  counties  of 
San  Mateo  and  Santa  Clara  to  the  city  of  San  Jose,  in  said 
State  ;  which  stock,  subscribed  by  us,  amounts  to  at  least  one 
thousand  dollars  for  every  mile  of  the  railroad  intended  to  be 
built,  and7  which  stock  has  been  by  us  subscribed  in  good  faith, 
and  more  than  ten  per  cent,  in  cash  paid  thereon  to  Charles 
McLaughlin,  who  has  been  by  us  appointed  temporary  Treasurer; 
and  being  desirous  of  forming  a  corporation,  do  hereby,  at  a 
regular  meeting  of  said  stockholders,  held  pursuant  to  due 
notice  thereof  in  writing,  given  by  said  Treasurer,  adopt  the 
following 

ARTICLES  OF  ASSOCIATION. 

Article  1. — We,  the  undersigned,  whose  names  are  hereto 
subscribed,  do  hereby  organize,  form  and  become  a  corporation 
and  body  corporate  under  and  in  pursuance  of  an  Act  of  the 
Legislature  of  the  State  of  California,  entitled  "  An  Act  to  pro- 
vide for  the  Incorporation  of  Railroad  Companies,"  passed 
April  22,  A.  D.  1853,  and  of  the  several  acts  supplementary  to 
and  amendatory  thereof,  for  the  purpose  of  constructing,  owning 
and  maintaining  a  railroad  from  the  city  of  San  Francisco,  in 
the  county  of  San  Francisco,  through  said  county  and  the 
counties  of  San  Mateo  and  Santa  Clara  to  the  city  of  San  Jose, 
all  in  the  said  State  of  California,  to  be  known  by  the  name  of 
"The  San  Francisco  and  San  Jose  Railroad  Company,"  to 
continue  in  existence  for  the  term  of  fifty  years  from  the  date 
hereof. 

Article  2. — The  capital  stock  of  said  corporation  shall  be, 
and  is,  hereby  fixed  at  two  millions  of  dollars,  being  the  actual 
cost  of  constructing  said  railroad,  the  cost  of  right-of-way,  mo- 
tive-power, and  every  other  appurtenance  for  the  completion 
and  running  of  said  road,  as  estimated  by  competent  engineers, 


and  shall  consist  of  and  be  divided  into  twenty  thousand  shares 
of  one  hundred  dollars  each. 

Article  3. — The  number  of  Directors  to  manage  the  concerns 
of  said  corporation  shall  be  seven,  and  the  names  of  the  per- 
sons chosen  to  act  as  such  Directors,  and  to  hold  their  offices 
until  others  are  duly  elected,  are  James  A.  McDougall,  Charles 
McLaughlin,  Timothy  Dame,  Charles  L.  Weller,  Henry  M- 
Newhall,  Timothy  G.  Phelps  and  George  H.  Bodfish,  all  of 
whom  are  subscribers  to  these  Articles  of  Association. 

Article  4. — The  length  of  said  proposed  railroad,  as  nearly  as 
the  same  can  now  be  ascertained,  will  be  forty-eight  miles. 

Article  5. — The  five  persons  who  have  been  selected  and 
are  hereby  designated  as  Commissiouers  to  open  books  of  sub- 
scription for  the  stock  of  said  corporation  are  D.  S.  Cook,  C. 
E.  Allen,  Charles  McLaughlin,  William  J.  Lewis  and  Hugh 
O'Donnell,  all  of  whom  are  subscribers  to  these  Articles  of 
Association. 

In  witness  whereof,  we  have  hereunto  severally  subscribed 
our  names  and  places  of  residence  this  twenty-first  day  of  July, 
in  the  year  one  thousand  eight  hundred  and  sixty. 


NAMES. 

RESIDENCE. 

NUMBER    OF    SHARES. 

J    A.    Mcl)uu">all    

San  Francisco 

Fifty. 

One  hundred. 
Filteen. 
Twenty. 
Ten. 
Five. 
Twenty. 
Ten. 
Twenty. 
One  hundred. 
One  hundred. 
Fifty. 
Ten. 
Five. 
Ten. 
Ten. 
Five. 
Five. 

Twenty -five. 
?ive. 
Five. 
10)  Ten. 
5)  Five. 
50)  Fifty. 
10)  Ten. 
Five. 
Five. 
Five. 

Chas.  McLaughlin 

San  Francisco 

A.  II.  Houston 

San  Francisco 

John  Middleton 

San  Francisco 

T.  G.  Phelps 

C.  L.  Weller 

San  Mateo 

Sau  Francisco 

Hunter's  Point 

Robt.  E.  Hunter  .  . 

11.  M.  Newhall 

B   P.  Mann 

San  Francisco 

San  Jose 

Yuba  County 

San  Francisco  .  * 

San  Jose .... 

John  11.  Atchineon 

Timothy  Dame 

C.   E.    Allen.  . 

W.  B.  Farwell 

San  Francisco 

Jno.  V.  Wattson 

San  Francisco 

E.  A.  Rockwell 

San  Francisco 

Fred'k  A.  Benjamin 

J.  F.  Bowman 

H.  0.  Donnell. . 

San  Francisco 

San  Francisco 

San  Francisco 

1).  s.  Cook 

San  Mateo 

Geo.  D.  Nagle 

San  Francisco 

Jasper  Babcock 

H.  W.  Seale 

San  Francisco 

May  Field 

Sam'l  II.  Dwindle 

San  Francisco 

Geo.  H    Bodfish . . 

San  Jos6 

San  Francisco 

San  Francisco 

Myles  D.  Sweeny 

Wm.  Schmolz 

8 
The  State  of  California, 


J88- 


City  and  County  of  San  Francisco, 

On  this  twenty-fourth  day  of  July,  A.  D.  1860,  personally 
appeared  before  me,  the  undersigned,  a  notary  public  in  and 
for  said  city  and  county,  James  A.  McDougall,  Charles  Mc- 
Laughlin and  Timothy  Dame,  three  of  the  Directors  of  "  The 
San  Francisco  &  San  Jose  Railroad  Company,"  duly  elected 
by  the  stockholders  of  said  Company,  and  who,  being  severally 
duly  sworn,  on  their  oaths  do  say,  that  over  one  thousand  dol- 
lars for  each  mile  of  the  railroad  proposed  and  mentioned  in 
the  foregoing  Articles  of  Association,  has  actually  and  in  good 
faith  been  subscribed  to  the  stock  of  said  Company  by  the 
persons  whose  names  appear  subscribed  to  the  said  Articles  of 
Association ;  and  that  more  than  ten  per  cent,  on  said  amount, 
namely,  five  thousand  seven  hundred  and  fifty  dollars,  has 
actually  been  paid  in  cash  to  Charles  McLaughlin,  the  Treas- 
urer appointed  by  the  Directors  named  in  the  foregoing  Arti- 
cles, and  that  the  subscribers  to  the  said  Articles  of  Association 
are  all  known  to  them  and  each  of  them,  to  be  subscribers 
thereto,  and  to  be  the  persons  so  represented. 

(Signed)  J.  A.  McDougall. 

Chas.  McLaughlin. 
Timothy  Dame. 

Subscribed  and  sworn  to  before  me,  the  day  and  year  last 
above  written. 

In  testimony  whereof,  I  have  hereunto  subscribed 
[l.  s.]  my  name    and  affixed  my  notarial  seal,  this 

twenty-fourth  day  of  July,  A.  D.  1860. 

(Signed)  E.  P.  Peokham, 

(Endorsed.)  Notary  ^Public. 

San  Francisco  and  San  Jose  Railroad  Company. 

Filed  August  18th,  I860.— Fees  $10,  paid. 

Recorded  in  Book  B,  folio  703. 


Know  all  men  by  these  presents,  that  "  The  San  Francisco 
and  San  Jose  Railroad  Company,"  a  corporation  now  in  legal 
existence,  which  was  duly  organized  by  Articles  of  Association, 
dated  July  21st,  A.  D.  1860,  under  and  in  pursuance  of  "  An 
Act  of  the  Legislature  of  the  State  of  California,  entitled  an 
Act  to  provide  for  the  incorporation  of  railroad  companies," 


passed  April  22d,  A.  D.  1853,  and  of  the  several  acts  supple- 
mentary to  and  amendatory  thereof,  for  the  purpose  of  con- 
structing, owning  and  maintaining  a  railroad  from  the  city  of 
San  Francisco,  in  the  county  of  San  Francisco,  through  said 
county  and  the  counties  of  San  Mateo  and  Santa  Clara  to  the 
city  of  San  Jose,  all  in  the  said  State  of  California  :  does  here- 
by accept  of  all  the  provisions,  powers,  rights,  benefits,  obliga- 
tions and  restrictions  of  an  Act  of  the  Legislature  of  said  State 
of  California,  entitled  "  An  Act  to  provide  for  the  Incorporation 
of  Eailroad  Companies,  and  the  management  of  the  affairs  there- 
of, and  other  matters  relating  thereto,"  approved  May  20th, 
A.  D.  1861,  and  does  hereby  fully  surrender  the  Act  or  Acts, 
under  which  the  said  Company  was  organized  ;  provided,  how- 
ever, that  this  acceptance  of  said  Act  of  May  20th,  A.  D.  1861, 
shall  in  nowise  affect  any  rights,  powers,  franchises  or 
privileges  obtained  or  now  enjoyed  by  said  Company  under 
any  law  of  said  State  in  force  before  the  riling  of  this  accept- 
ance in  the  office  of  the  Secretary  of  State,  as  provided  in 
section  56  of  said  Act,  approved  May  20th,  A.  D.  1861. 

In  witness  whereof,  the  Directors  of  said  Company 
have  hereunto  signed  their  names  and  affixed 
the  seal  of  said  Company  hereto,  and  the  same 
is  also  attested  by  the  President  and  Secretary 
thereof,  at  the  office  of  said  Company,  in  the 
city  of  San  Francisco  and  State  of  California, 
this  first  day  of  July,  A.  D.  1861. 

(Signed)  C.  B.  Polhemus, 

Peter  Donahue, 
H.  M.  Newhall, 
[seal.]  C.  L.  Weller, 

Timothy  Dame, 
T.  G.  Phelps, 
Geo.  H.  Bodfish, 
Directors  of  "  The  San  Francisco  and  San 
Jose  Eailroad  Company." 
(Attest)  T.  G.  Phelps, 

President. 
(Signed)  Timothy  Dame, 

(Endorsed.)  Secretary. 

San  Francisco  and  San  Jose  R.  R.  Company,  Acceptance  of 
provisions  of  Act  of  May  20,  1861. 
Filed  July  8,  1861 ;  filing,  $5,  paid. 


10 

THE  SAN  FRANCISCO  AND  SAN  JOSE  RAIL- 
ROAD COMPANY. 

CERTIFIED  LIST  OF  OFFICEES. 

I,  J.  L.  Willcutt,  Secretary  of  the  Southern  Pacific  Railroad 
Company,  do  hereby  certify  that  at  an  annual  meeting  of  the 
stockholders  of  "  The  San  Francisco  and  San  Jose  Railroad 
Company,"  held  in  the  city  of  San  Francisco,  on  the  8th  day 
of  August,  A.  D.  1870,  the  following  named  persons  were  duly 
and  legally  elected  Directors  of  said  Company,  to  wit : 
H.  M.  Newhall,  Peter  Donahue, 

Charles  Mayne,  W.  C.  Ralston,  . 

James  O'Neill,  Myles  D.  Sweeny, 

Gilbert  Palache, 

and  that  at  a  meeting  of  said  Directors  regularly  called  and 
held  on  the  day  above  mentioned,  the  following  officers  of  said 
Company  were  duly  and  legally  elected  to  serve  during  the  en- 
suing year,  to  wit : 

H.  M.Newhall President. 

Peter  Donahue Vice  President. 

W.  C.  Ralston Treasurer. 

J.  L.  Willcutt Secretary. 

The  same  appearing  of  record  on  the  minutes  of  proceedings 
of  the  stockholders  and  Board  of  Directors  of  said  Company. 
In  witness  whereof,  I  have  hereunto  set  my  hand 
[seal.]        and  affixed  the  corporate  seal  of  the  Company, 
this  thirteenth  day  of  April,  A.  D.  1871. 
J.  L.  Willcutt, 
Secy.  So.  Pacific  R.  R.  Co. 


RESOLUTION  OF 

the  san  francisco  and  san  jose  railroad  company  to 
Consolidate  with  Other  Roads. 

A  meeting  of  the  Board  of  Directors  of  The  San  Francisco 
and  San  Jose  Railroad  Company,  regularly  called,  was  held  at 


11 

the  office  of  the  Company,  on  the  11th  day  of  October,  A.  D. 
1870,  all  of  the  Directors  being  present,  to  wit : 

H.  M.  Newhall,  Peter  Donahue, 

Chas.  Mayne,  W.  C.  Ealston, 

Myles  D.  Sweeny,  Gilbert  Palaohe, 

and  Jas.  O'Neill. 

Mr.  Newhall,  presiding  as  President  of  the  Board. 

The  President  announced  the  special  object  of  the  meeting, 
whereupon  Mr.  Donahue  offered  the  following  resolution,  to 
wit: 

Resolved,  That  this  corporation  do  consolidate  with  the  San- 
ta Clara  and  Pajaro  Valley  Kailroad  Company,  the  California 
Southern  Kailroad  Company  and  the  Southern  Pacific  Railroad 
Company,  upon  the  terms  and  conditions  set  forth  in  the  Articles 
of  Association,  Amalgamation  and  Consolidation,  now  here- 
with presented,  which  are  hereby  approved,  and  the  President 
and  Secretary  of  this  Company  are  hereby  authorized  and  re- 
quired to  subscribe  the  name  of  this  corporation  to  said  articles 
and  affix  its  corporate  seal  thereto,  and  deliver  said  articles  as 
the  act  and  deed  of  this  corporation. 

Which  resolution  was  adopted  by  the  unanimous  vote  and 
concurrence  of  the  full  Board  of  Directors,  the  articles  referred 
to  in  this  resolution  being  as  follows,  to  wit : 

(articles  of  association,  amalgamation  and  consolidation, 
Dated  October  11th,  1870,  as  per  accompanying  certified  copy.) 

I,  J.  L.  Willcutt,  Secretary  of  the  Southern  Pacific  Railroad 
Company,  hereby  certify  the  foregoing  to  be  a  true  and  cor- 
rect copy  from  the  minutes  of  the  proceedings  of  the  Board  of 
Directors  of  the  San  Francisco  and  San  Jose  Railroad  Com- 
pany. 

In  witness  whereof,  I  have  hereunto  set  my  hand 
[seal.]         and  affixed  the  corporate  seal  of  the  company, 
this  thirteenth  day  of  April  A.  D.  1871. 

J.  L.  Willcutt, 
Secy.  So.  Pacific  R.  R.  Co. 


12 

II. 

SOUTHERN  PACIFIC  RAILROAD  COMPANY. 

(Old   Organization.) 

certified  copy  articles  of  association — certified  list  of 
officers  and  copy  resolution  to  consolidate  with  other 
Companies. 


State  of  California,  ) 
Department  of  State,  j 

I,  H.  L.  Nichols,  Secretary  of  State  of  the 
Five  cents  int.  I    State  of  California,  do  hereby  certify  that  the 

Rev.  Stamp.       [  .  J  J 

April  10, 1871.  J  annexed  is  a  true,  full  and  correct  copy  of  Arti- 
cles of  Association  of  the  Southern  Pacific  Railroad  Com- 
pany, with  endorsements  now  on  file  in  my  office. 

Witness  my  hand  and  the  great  seal  of  State,  at 
{   8tate°f  }       office  in  Sacramento,  California,  the  tenth  day 
of  April,  A.  D.  1871. 

H.  L.  Nichols, 

Secretary  of  State, 
by  Lew.  B.  Harris, 

Deputy. 


SOUTHERN  PACIFIC  RAILROAD  COMPANY. 

ARTICLES  OF  ASSOCIATION. 

Know  all  men  by  these  presents,  That  we,  the  undersigned, 
being  subscribers  to  the  stock  of  a  contemplated  railroad  from 
some  point  on  the  bay  of  San  Francisco,  in  the  State  of  Cali- 
fornia, through  the  counties  of  Santa  Clara,  Monterey,  San 
Luis  Obispo,  Tulare,  Los  Angeles  and  San  Diego,  to  the  town 
of  San  Diego,  in  said  State ;  thence  eastward  through  the  said 


13 

county  of  San  Diego  to  the  eastern  line  of  the  State  of  Califor- 
nia, there  to  connect  with  a  contemplated  railroad  from  said 
eastern  line  of  the  State  of  California  to  the  Mississippi  river ; 
which  stock  subscribed  by  us  amounts  to,  at  least,  one  thou- 
sand dollars  for  each  and  every  mile  of  said  proposed  railroad, 
and  of  which  ten  per  cent,  in  cash  has  been  actually  and  in 
good  faith  paid  thereon  to  B.  W.  Hathaway,  one  of  our  num- 
ber, who  has  been  by  us  appointed  temporary  Treasurer,  and 
being  desirous  of  forming  a  corporation,  do  hereby,  at 
a  regular  meeting  of  said  stockholders,  held  pursuant  to  due 
notice  thereof,  in  writing,  given  by  said  Treasurer,  adopt  the 
following 

ARTICLES  OF  ASSOCIATION. 

Article  1.  We,  tho  undersigned,  whose  names  are  hereto  sub- 
scribed, do  hereby  organize,  form  and  become  a  corporation 
and  body  politic,  under  and  in  pursuance  of  an  Act  of  the 
Legislature  of  tho  State  of  California,  entitled  "An  Act  to 
provide  for  the  Incorporation  of  Railroad  Companies,  and  the 
management  of  the  affairs  thereof,  and  other  matters  relating 
thereto/'  approved  May  20,  A.  D.  1861,  and  the  several  Acts 
supplementary  to  and  amendatory  thereof,  for  tho  purpose  of 
constructing,  owning  and  maintaining  a  railroad  from  some  point 
on  tho  bay  of  San  Francisco,  in  the  State  of  California,  and  to 
pass  through  tho  counties  of  Santa  Clara,  Monterey,  San  Luis 
Obispo,  Tulare,  Los  Angeles  and  San  Diego,  to  the  town  of  San 
Diego,  in  said  State ;  thence  eastward  through  the  said  county  of 
San  Diego  to  the  eastern  line  of  the  State  of  California,  there  to 
connect  with  a  contemplated  railroad  from  said  eastern  line  of 
the  State  of  California  to  the  Mississippi  river. 

Article  2.  The  name  of  tho  corporation  hereby  formed  and 
organized  shall  be  "  Southern  Pacific  Eailroad  Company," 
and  the  same  shall  continue  in  existence  for  the  term  of  fifty 
years  from  the  date  hereof. 

Article  3.  The  length  of  said  proposed  railroad,  as  near  as 
may  be,  is  seven  hundred  and  twenty  miles. 

Article  4.  The  capital  stock  of  said  corporation  shall  be,  and 
is,  hereby  fixed  at  thirty  millions  dollars,  being  the  actual  con- 


14 


templated  cost  of  constructing  said  railroad,  together  with  the 
cost  of  the  right-of-way,  motive-power  and  every  other  appur- 
tenance and  thing  necessary  for  the  completion  and  running  of 
said  road,  as  near  as  can  be  estimated  by  competent  engineers, 
and  shall  consist  of,  and  be  divided  into,  three  hundred  thou- 
sand shares  of  one  hundred  dollars  each. 

Article  5.  The  number  of  Directors  to  manage  the  affairs  of 
said  corporation  shall  be  seven,  and  the  names  of  the  persons 
chosen  to  act  as  such  Directors,  and  to  hold  their  offices  until 
others  are  duly  elected,  are  T.  G.  Phelps,  Chas.  N.  Fox,  Ben- 
jamin Flint,  C.  J.  Hutchinson,  B.  G.  Latlirop,  J.  B.  Cox  and 
B.  W.  Hathaway,  all  of  whom  are  subscribers  to  these  Articles 
of  Association. 

In  testimony  whereof,  we  have  hereunto  severally 
subscribed  our  names,  places  of  residence  and 
the  number  of  said  shares  of  stock  held  by 
each,  this  twenty-ninth  day  of  November,  1865. 


NAMES. 

RESIDENCE. 

NO.  OF  SHARES. 

T.  G.  rhelps 

San  Francisco 

San  Mateo 

(720)  Seven  hundred  <fc  twenty. 
(720)  Seven  hnndred  <fc  twenty. 
(720)  Seven  hundrel  &  twenty. 
(720)  Seven  hundred  <fc  twenty. 
(720)  Seven  hundred  &  twenty. 

(720)  Seven  hundred  6  twenty. 
(720)  Seven  hundred  &  twenty. 
(720)  Seven  hundred  &  twenty. 
(720)  Seven  hundred  &  twenty. 
(720)  Seven  hundred  <fe  twenty. 
(720)  Seven  hundred  &  twenty. 

Chas.  N.  Fox 

B.  G.  Lathrop 

San  Mateo.. 

Benjamin  Flint 

C.  J.  Hutchinson 

San  Juan 

San  Francisco 

Cincinnati,  0 

San  Francisco 

San  Francisco   . . 

San  Francisco 

San  Francisco 

San  Francisco 

W.  S.  Rosecrans,  by  J.  B. 
Cox,  his  att'y.  in  tact. . . . 
J.  B.  Cox 

B.  W.  Hathaway 

John  F.  Sears 

Wm.  T.  Coleman 

J.  W.  Stephenson 

ss.: 


State  of  California,  ) 

City  and  County  of  San  Francisco,   j 

T.  G.  Phelps,  Benjamin  Flint  and  B.  W.  Hathaway  being  duly 
sworn,  do  depose  and  say  :  That  they  are,  and  each  of  them  is, 
a  director  of  the  "  Southern  Pacific  Baikoad  Company,"  that  at 
least  one  thousand  dollars  for  each  and  every  mile  of  the  rail- 


15 

road,  proposed  and  mentioned  in  the  foregoing  Articles  of 
Association,  to  wit :  Seven  hundred  and  twenty  thousand  dol- 
lars, has  actually  and  in  good  faith  been  subscribed  to  the  cap- 
ital stock  of  said  Company  by  the  persons  whose  names  appeal- 
subscribed  to  said  Articles  of  Association,  and  that  ten  per  cent, 
on  said  amount  so  subscribed  has  actually  and  in  good  faith 
been  paid  to  B.  W.  Hathaway,  the  Treasurer,  named  and  ap- 
pointed by  said  subscribers  from  among  their  number,  and  that 
the  said  subscribers  are  known  to  these  deponents,  and  to  each 
of  them,  to  be  subscribers  to  said  Articles  of  Association,  and 
to  be  the  persons  so  represented. 

T.  G.  Phelps. 

Benjamin  Flint. 

B.  W.  Hathaway. 

Subscribed  and  sworn  to  before  me,  \ 
this  29th  day  of  November,  18G5,  J 

Geo.  C.  Waller, 

[Seal.]  Not.  Pub. 

( 5  cent  In.  Iiev.  stamp, ) 
{  G.  C  W.  J 

(         Nov.  29,  1865.         ) 

(Endorsed.) 
Southern  Pacific  Railway  Company.     Articles  of  Association. 
Filed  in  office  of  Secretary  of  State,  Dec.  2d,  18G5. 
Fees,  $5.00.    Pd. 


SOUTHERN  PACIFIC  RAILROAD  COMPANY. 

( Old   Organization.) 

certified  list  of  officers. 

I,  J.  L.  Willcutt,  Secretary  of  the  Southern  Pacific  Railroad 
Company,  hereby  certify  that  at  an  annual  meeting  of  the 
stockholders  of  said  Company,  held  in  the  city  of  San  Jose, 
county  of  Santa  Clara,  od  the  12th  day  of  January,  A.D.  1870, 


16 

the  following  named  persons  were   duly   and  legally  elected 
Directors  of  said  Company,  to  wit : 

Lloyd  Tevis,  Edgar  Mills, 

Lewis  Cunningham,        Wm.  E.  Barron, 
D.  O.  Mills,  Thomas  Bell, 

and  Henry  E.  Robinson. 

And  that  at  a  meeting  of  said  Directors,  regularly  called  and 
held  in  the  city  of  San  Francisco,  on  the  8th  day  of  February. 
A.  D.  1870,  the  following  officers  of  said  Company  were  duly 
and  legally  elected,  to  wit : 

Lloyd  Tevis,  President.  D.  O.  Mills,  Vice-President. 

Edgar  Mills,  Treasurer.         B.  B.  Minor,  Secretary. 

And  further,  that  at  a  meeting  of  the  Board  of  Directors  of 
said  Company,  regularly  called,  and  held  on  the  4th  day  of 
May,  A.  D.  1870,  the  written  resignation  of  Henry  E.  Robinson 
and  Lewis  Cunningham,  Directors  of  the  Company,  were  pre- 
sented and  accepted,  and  that  James  B.  Haggin  and  Wm.  B. 
Carr  were  duly  and  legally  elected  Directors  to  fill  the  unex- 
pired term  of  said  Henry  E.  Robinson  and  Lewis  Cunningham, 
the  same  appearing  of  record  on  the  minutes  of  the  proceed- 
ings of  the  stockholders  and  Board  of  Directors  of  said  Com- 
pany. 

In  witness  whereof,  I  have  hereunto  set  my  hand 
[Seal.]         and  affixed  the  corporate  seal  of  the  Company, 
this  thirteenth  day  of  April,  A.  D.  1871. 

J.  L.  Willcutt, 
Sec'y  So.  Pacific  R.  R.  Co. 


SOUTHERN  PACIFIC  RAILROAD  COMPANY. 

resolution   to    consolidate   with    other   compantes. 

I,  J.  L.  Willcutt,  Secretary  of  the  Southern  Pacific  Railroad 
Company,  hereby  certify  that  a  meeting  of  the  Board  of  Di- 


17 

rectors  of  said  Company,  regularly  called,  was  held  in  the  city 
of  San  Francisco,  on  the  11th  day  of  October,  A.  D.  1870,  and 
that,  among  other  proceedings,  the  following  resolution  was 
unanimously  adopted,  to  wit : 

"  Resolved  and  Ordered,  That  this  Company  do  consolidate 
with  "The  San  Francisco  and  San  Jose  Railroad  Com- 
pany, the  Santa  Clara  and  Pajaro  Valley  Railroad  Company 
and  the  California  Southern  Railroad  Company,  upon  the  terms 
and  conditions  set  forth  in  the  Articles  of  Association,  Amal- 
gamation and  Consolidation,  now  herewith  presented,  and  which 
are  hereby  approved,  and  the  President  and  Secretary  of 
this  Company  be,  and  they  are,  hereby  authorized  and  required 
to  affix  the  corporate  seal  of  this  Company  thereto,  and  sign 
and  attest  the  same  as  the  act  and  deed  of  this  Company." 

(The  articles  referred  to  are  the  "  Articles  of  Association, 
Amalgamation  and  Consolidation,"  as  per  certified  copy  here- 
with.) 

In  witness  whereof,  I  have  hereunto  set  my  name 
[Seal.]  and  affixed  the  corporate  seal  of  the  Com- 

pany, this  thirteenth  day  of  April,  A.  D.  1871. 

J.  L.  Willcutt, 
Sec'y  So.  Pacific  R.  R.  Co. 


in. 

SANTA    CLARA   AND   PAJARO   VALLEY   RAILROAD 

COMPANY. 

certified  copy  articles  of  association— certified  list  of 
officers  and  copy  resolution  to  consolidate  with 
other  companies. 

State   of    California,  ) 
Department  of  State.     J 

I,  H.  L.  Nichols,  Secretary  of  State  of  the  State  of  Califor- 
nia, do  hereby  certify  that  the  annexed  is  a  true,  full  and  cor- 
rect copy  of  Articles  of  Association  of  the  Santa  Clara  and 
3 


18 

Pajaro  Valley  Railroad  Company,  with  endorsements  thereon* 
now  on  file  in  my  office. 

Witness  my  hand  and  the  great  seal  of  State,  at 
{state.'}  office  in  Sacramento,  California,  the  tenth  day 

of  April,  A.  D.  1871. 

H.  L.  Nichols, 
staCmPIntLRrH.  }  Secretary  of  State. 

A»rU  10> 187L  >  By  Lew.  B.  Harris, 

Deputy. 


ARTICLES  OF  ASSOCIATION 

OF    THE 
SANTA  CLARA  AND  PAJARO  VALLEY  RAILROAD  CO. 

Know  all  men  by  these  presents,  That  we,  the  undersigned, 
being  the  subscribers  to  the  stock  of  a  contemplated  railroad 
from  a  point  at  or  near  the  city  of  San  Jose,  in  the  county  of 
Santa  Clara  and  State  of  California,  to  a  point  at  or  near  the 
town  ol  New  Gilroy,  in  the  same  county,  said  railroad  being 
wholly  within  said  county  of  Santa  Clara,  which  stock  sub- 
scribed by  us  amounts  to  at  least  one  thousand  dollars  for  each 
and  every  mile  of  the  said  proposed  railroad,  and  ten  per  cent, 
in  cash  has  been  actually  and  in  good  faith  paid  thereon  to  Jos. 
L.  Willcutt,  one  of  our  number,  who  has  been  by  us  appoint- 
ed Treasurer,  and  being  desirous  of  forming  a  corporation,  do 
hereby,  at  a  regular  meeting  of  said  stockholders,  held  pursuant 
to  due  notice  thereof,  in  writing,  given  by  said  Treasurer,  adopt 
the  following 

ARTICLES  OF  ASSOCIATION: 

Article  1.  We,  the  undersigned,  whose  names  are  hereto  sub- 
scribed, do  hereby  organize,  form  and  become  a  corporation 
and  body  politic  and  corporate,  under  and  in  pursuance  of  an 
Act  of  the  Legislature  of  the  State  of  California,  entitled  "  An 
Act  to  provide  for  the  Incorporation  of  Railroad  Companies,  and 
the  management  of  the  affairs  thereof,  and  other  matters  re- 


19 

lating  thereto,"  approved  May  20th,  A.  D.  1861,  and  of  the 
several  acts  supplementary  to  and  amendatory  thereof,  for  the 
purpose  of  constructing,  owning  and  maintaining  a  railroad 
from  a  point  at  or  near  the  city  of  San  Jose,  in  the  county  of 
Santa  Clara,  connecting  at  such  point  with  the  San  Francisco 
and  San  Jose  Railroad,  and  to  pass  to  a  point  at  or  near  the 
town  of  New  Gilroy,  in  the  same  county,  said  Railroad  being 
wholly  within  the  limits  of  said  county  of  Santa  Clara,  in  the 
State  of  California. 

Article  2.  The  name  of  the  corporation  hereby  formed  and 
organized  shall  bo  the  "  Santa  Clara  and  Pajaro  Valley  Railroad 
Company,"  and  the  same  shall  continue  in  existence  for  the 
term  of  fifty  years  from  the  date  hereof. 

Article  3.  The  length  of  said  proposed  railroad  (as  near  as 
may  be),  is  thirty  (30)  miles. 

Article  4.  The  capital  stock  of  said  corporation  shall  be,  and 
is,  hereby  fixed  at  one  million  dollars,  being  the  actual  contem- 
plated cost  of  constructing  said  railroad,  together  with  the 
cost  of  the  right-of-way,  motive  power,  and  every  other  appur- 
tenance and  thing  for  the  completion  and  running  of  said  road, 
as  nearly  as  can  be  estimated  by  competent  engineers,  and 
shall  consist  of  and  be  divided  into  ten  thousand  shares  of  one 
hundred  dollars  each. 

Article  5.  The  number  of  Directors  to  manage  the  affairs  of 
said  corporation  or  Company  shall  be  five,  and  the  names  of 
the  persons  chosen  to  act  as  such  Directors,  and  hold  their 
offices  until  others  are  duly  elected,  are  Charles  Mayne,  Peter 
Donahue,  Richard  P.  Hammond,  Henry  M.  Newhall  and  Myles 
D.  Sweeny,  all  of  whom  are  subscribers  to  these  Articles  of 
Association. 

In  witness  whereof,  we  have  hereunto  severally 
subscribed  our  names,  places  of  residence  and 
the  number  of  said  shares  of  stock  held  by  each, 
this  31st  day  of  December,  A.  D.  one  thousand 
eight  hundred  and  sixty-seven  (1867). 


20 


NAMES. 

RESIDENCE. 

NO.  OF  SHARES. 

H.  M.  Newhall 

San  Francisco 

3,166 

3,167 

3,167 

100 

Peter  Donahue 

do. 
do. 
do. 
do. 
do. 
do. 
do. 
do. 
do. 

•• 

Chas.  Mayne 

H.  Barroilhet 

Myles  D.  Sweeny 

100 

J.  0.  Eldridgc 

100 

Edward  Martin 

50 

Jas.  O'Niell 

50 

Richard  P.  Hammond 

50 

Jos.  L.  Willcutt 

50 

State  of  California,  ) 

City  and  County  of  San  Francisco,  )       * 

On  this  thirty-first  day  of  December,  A.  D.  1867,  personally 
appeared  before  me,  a  notary  public  in  and  for  said  city  and 
county,  Myles  D.  Sweeny,  Eichard  P.  Hammond  and  H.  M. 
Newhall,  three  of  the  Directors  of  the  Santa  Clara  and  Pajaro 
Valley  Eailroad  Company  named  in  the  Articles  of  Association 
hereto  attached,  and  who  being  by  me  severally  duly  sworn,  on 
their  oaths  do  say,  that  over  one  thousand  dollars  for  each  and 
every  mile  of  the  railroad  proposed  and  mentioned  in  the  said 
articles  of  association,  to  wit,  The  sum  of  one  million  dollars, 
has  actually  and  in  good  faith  been  subscribed  to  the  stock 
of  the  Company  by  the  persons  whose  names  appear  sub- 
scribed to  the  said  Articles  of  Association,  and  that  ten  per 
cent,  on  said  amount  so  subscribed,  namely,  the  sum  of  one 
hundred  thousand  dollars,  has  actually  and  in  good  faith  been 
paid  to  Joseph  L.  Willcutt,  the  Treasurer  named  and  appointed 
by  said  subscribers  from  among  their  number,  and  that  the 
said  subscribers  are  all  known  to  said  three  Directors,  and  to 
each  of  them,  to  be  subscribers  to  said  Articles  of  Association, 
and  to  be  the  persons  so  represented. 

H.  M.  Newhall. 
Myles  D.  Sweeny. 
Eichard  P.  Hammond. 
Subscribed  and  sworn  to  before  me,  the  day  and 
year  last  above  written.     In  testimony  whereof, 
[seal.]  I  have  hereunto  subscribed  my  name  and  affixed 

my  notarial  seal  this  thirty-first  day  of  Decem- 
ber, A.  D.  1867. 

Samuel  Hermann, 

Notary  Public. 


21 

(Endorsed)— Articles  of  Association  of  the  Santa  Clara  and 
Pajaro  Valley  Eailroad  Co. — Filed  in  office  of  the  Secre- 
tary of  State,  January  2d,  1868. 

:  H.  L.  Nichols, 

5  cent  Int.  Rev. ;  0  -  0 ,    , 

stamp.  H.  L.  N. ;  ^ec-  °*  btate. 

JanUa,;y  2: '.**'.  '■  By  Lew.  B.  Harris, 


$5.00  fees,  paid. 


Deputy, 


SANTA    CLAEA  AND  PAJARO    VALLEY  RAILROAD 

COMPANY. 

CERTIFIED  LIST  OP  OFFICERS. 

I,  J.  L.  Willcutt,  Secretary  of  the  Southern  Pacific  Railroad 
Company,  hereby  certify  that  at  an  annual  meeting  of  the 
stockholders  of  the  Santa  Clara  and  Pajaro  Valley  Railroad 
Company,  held  in  the  town  of  Gilroy,  Santa  Clara  county,  on 
the  16th  day  of  April,  A.  D.  1870,  the  following  named  persons 
were  duly  and  legally  elected  Directors  of  said  Company,  to  wit : 

Peter  Donahue,  H.  M.  Newhall, 

Charles  Mayne,  Mtles  D.  Sweeny, 

and  Richard  P.  Hammond, 

and  that  at  a  meeting  of  said  Directors  held  immediately  after 
the  adjournment  of  said  stockholders'  meeting,  the  following 
persons  were  duly  and  legally  elected  officers  of  the  Company, 
to  serve  for  the  ensuing  year  : 

Peter  Donahue  was  elected  President, 
Charles  Mayne  was  elected  Vice-President, 
Myles  D.  Sweeny  was  elected  Treasurer, 
J.  L.  WrLLCUTT  was  elected  Secretary, 

as  appears  of  record  on  the  minutes  of  proceedings  of  the 
stockholders  and  Board  of  Directors  of  said  Company. 

In  witness  whereof,  I  have  hereunto  set  my  hand 
[seal.]         and  affixed  the  corporate  seal  of  the  Company, 
this  thirteenth  (13th)  day  of  April,  A.  D.  1871. 
J.  L.  Willcutt, 
Secy.  So.  Pacific  R.R.  Co. 


22 

SANTA   CLARA  AND  PAJARO  VALLEY  RAILROAD 

COMPANY. 

(Resolution  to  Consolidate  with  other  Companies. 
A  meeting  of  the  Board  of  Directors  of  the  Santa  Clara  and 
Pajaro  Valley  Railroad  Company,  regularly  called,  was  held  at 
the  Company's  office  on  the  11th  day  of  October,  A.  D.  1870, 
pursuant  to  the  call  of  the  President,  the  following  Directors 
being  present,  to  wit : 

Peter  Donahue,  H.  M.  Newhall, 

Charles  Mayne,  Myles  D.  Sweeny, 

and  Richard  P.  Hammond. 
Peter  Donahue  presiding  as  President  of  the  Board. 
The  President  announced  the  object  of  the  meeting,  where- 
upon Mr.  Mayne  offered  the  following  resolution,  to  wit : 

Resolved,  That  this  corporation  do  consolidate  with  The  San 
Francisco  and  San  Jose  Railroad  Company,  the  California 
Southern  Railroad  Company  and  the  Southern  Pacific  Railroad 
Company,  upon  the  terms  and  conditions  set  forth  in  the 
Articles  of  Association,  Amalgamation  and  Consolidation  now 
herewith  presented,  which  are  hereby  approved,  and  the  Presi- 
dent and  Secretary  of  this  Company  are  hereby  authorized  and 
required  to  subscribe  the  name  of  this  corporation  to  said  arti- 
cles, and  affix  its  corporate  seal  thereto,  and  deliver  said  arti- 
cles as  the  act  and  deed  of  this  corporation. 

Which  resolution  was  adopted  by  the  unanimous  vote  and 
concurrence  of  the  full  Board  of  Directors. 

The  articles  referred  to  in  the  resolution  being  as  follows : 

(Articles  of  Association,  Amalgamation  and  Consolidation,  as 
per  accompanying  certified  copy.) 

I,  J.  L.  Willcutt,  Secretary  of  the  Southern  Pacific  Railroad 
Company,  hereby  certify  the  foregoing  to  be  a  true  and  correct 
copy  of  a  resolution  from  the  minutes  of  proceedings  of  the 
Board  of  Directors  of  the  Santa  Clara  and  Pajaro  Valley  Rail- 
road Company. 

In  witness  whereof,  I  have  hereunto  set  my  hand 
[seal.]         and  affixed  the  corporate  seal  of  the  Company, 
this  thirteenth  day  of  April,  A.  D.  1871. 
J.  L.  Willcutt, 
Secy.  So.  Pacific  R.R.  Co. 


23 

IV. 

CALIFOENIA  SOUTHEEN  EAILEOAD  COMPANY. 

Certified  Copy,  Articles  op  Association — Certified  List  of 
Officers  and  Copy  Eesolution  to  Consolidate  with 
Other  Companies. 


State  of  California,     j 
Department  of  State,  ) 

I,  H.  L.  Nichols,  Secretary  of  State  of  the  State  of  Cali- 
i  l.  b.  h.  )  fornia,  do  hereby  certify  that  the  annexed  is 
I   FKev?sump:  a  tme>  ful1  and  correct    copy  of  Articles  of 

i    April  io,  '7i.    j      Association  of  the  California  Southern  Eail- 
road  Company,  with  endorsements  now  on  file  in  my  office. 

Witness  my  hand  and  the  great  seal  of  State,  at 
s    S(,  vl  of  office  in  Sacramento,  California,  the  tenth  day  of 

i    state.    J  April,  A.  D.  1871. 

H.  L.  Nichols, 

Secretary  of  State. 
By  Lew.  B.  Harris, 
Deputy. 


AETICLES    OF    ASSOCIATION 


CALIFORNIA  SOUTHERN  RAILROAD   COMPANY. 

Know  all  men  by  these  presents,  That  we,  the  undersigned, 
being  the  subscribers  to  the  stock  of  a  contemplated  railroad 
from  a  point  at  or  near  the  town  of  Gilroy,  in  the  county  of 
Santa  Clara,  and  State  of  California,  to  a  point  at  or  near  the 
town  of  Salinas  City,  in  the  county  of  Monterey  and  said  State 
of  California,  which  stock  subscribed  by  us  amounts  to  at 
least  one  thousand  dollars  for  each  and  every  mile  of  the  said 


24 

proposed  railroad;  and  ten  per  cent,  in  cash  having  been 
actually  and  in  good  faith  paid  thereon  to  Joseph  L.  Willcutt, 
one  of  our  number,  who  has  been  by  us  appointed  Treasurer, 
and  being  desirous  of  forming  a  corporation,  do  hereby,  at  a 
regular  meeting  of  said  stockholders,  held  pursuant  to  due 
notice  thereof,  in  writing,  given  by  said  Treasurer,  adopt  the 
following : 

ARTICLES  OF  ASSOCIATION. 

Article  I.  We,  the  undersigned,  whose  names  are  hereto  sub- 
scribed, do  hereby  organize,  form  and  become  a  corporation 
and  body  politic  and  corporate,  under  and  in  pursuance  of  an 
Act  of  the  Legislature  of  the  State  of  California,  entitled  "  An 
Act  to  provide  for  the  Incorporation  of  Railroad  Companies 
and  the  management  of  the  affairs'thereof,  and  other  matters  re- 
lating thereto,"  approved  May  20th,  A.  D.  1861,  and  of  the 
several  Acts  supplementary  to  and  amendatory  thereof,  for  the 
purpose  of  constructing,  owning,  and  maintaining  a  railroad 
from  a  point  at  or  near  the  town  of  Gilroy,  in  the  county  of 
Santa  Clara,  and  to  pass  through  the  counties  of  Santa  Clara, 
Santa  Cruz  and  Monterey,  to  a  point  at  or  near  the  town  of 
Salinas  City,  in  said  county  of  Monterey. 

Article  2.  The  name  of  the  corporation  hereby  formed  and 
organized  shall  be  the  "California  Southern  Railroad  Com- 
pany," and  the  same  shall  continue  in  existence  for  the  term  of 
fifty  years  from  the  date  hereof. 

Article  3.  The  length  of  said  proposed  railroad  (as  near  as 
may  be)  is  forty-five  miles. 

Article  4.  The  capital  stock  of  said  corporation  shall  be,  and 
is,  hereby  fixed  at  one  million  five  hundred  thousand  dollars, 
being  the  actual  contemplated  cost  of  constructing  said  rail- 
road, together  with  the  cost  of  right-of-way,  motive-  power,  and 
every  other  appurtenance  and  thing  for  the  completion  and 
running  of  said  road,  as  nearly  as  can  be  estimated  by  com- 
petent engineers,  and  shall  consist  of  and  be  divided  into 
fifteen  thousand  shares  of  one  hundred  dollars  each. 


25 


Article  5.  The  number  of  Directors  to  manage  the  affairs  of 
said  corporation  or  company  shall  be  five,  and  the  names  of 
the  persons  chosen  to  act  as  such  Directors,  and  hold  their 
offices  until  others  are  duly  elected,  are,  Charles  Mayne,  Peter 
Donahue,  Richard  P.  Hammond,  Henry  M.  Newhall  and 
Myles  D.  Sweeny,  all  of  whom  are  subscribers  to  these  Articles 
of  Association. 

In  testimony  whereof,  we  have  hereunto  severally 
subscribed  our  names,  places  of  residence  and 
the  number  of  said  shares  of  stock  held  by 
each,   this  day  of  January,   A.  D.   one 

thousand  eight  hundred  and  seventy. 


NAMES. 

RESIDENCE. 

NO.    OF    SHARES. 

Charles  Mayne 

San  Francisco. .          

4,161 

4,161 

4,166 

100 

Peter  Donahue. .  .        

do. 

H.  M.   Newhall 

do 

Richard  P.  Hammond 

do. 

Edward  Martin 

do 

100 

M  plee  1  K  Sweeny 

San    Francisco 

100 

J.  0.  Eldridge 

San  Francisco 

100 

H.  Barroilhet 

do 

100 

G.  Palache 

do.              

100 

J.  L.  Willcutt 

do.                   

100 

ss. 


State  of  California,  ) 

City  and  County  of  San  Francisco,  J 

On  this  21st  day  of  Jan.,  A.  D.  1870,  personally  appeared  be- 
fore Samuel  Hermann,  a  notary  public  in  and  for  said  city  and 
county,  Peter  Donahue,  H.  M.  Newhall  and  Charles  Mayne, 
three  of  the  Directors  of  the  California  Southern  Railroad  Com- 
pany, named  in  the  Articles  of  Association  hereto  attached,  and 
who  being  by  me  severally  duly  sworn,  on  their  oaths  do  say, 
that  over  one  thousand  dollars  for  each  and  every  mile  of  the 
railroad  proposed  and  mentioned  in  the  said  Articles  of  Associ- 
ation, to  wit,  the  sum  of  one  million  five  hundred  thousand 
dollars,  has  actually  and  in  good  faith  been  subscribed  to  the 
stock  of  the  company  by  the  persons  whose  names  appear  sub- 
scribed to  the  said  Articles  of  Association,  and  that  ten  per 
4 


26 

cent,  on  said  amount  so  subscribed,  namely,  the  sum  of  one 
hundred  and  fifty  thousand  dollars,  has  actually  and  in  good 
faith  been  paid  to  J.  L.  Willcutt,  the  Treasurer  named  and 
appointed  by  said  subscribers  from  among  their  number,  and 
that  the  said  subscribers  are  all  known  to  said  three  Directors, 
and  to  each  of  them,  to  be  subscribers  to  said  Articles  of 
Association,  and  to  be  the  persons  so  represented. 

Peter  Donahue. 
H.  M.  Newhall. 
Chas.  Mayne. 
Subscribed  and  sworn  to  before  me,  this  ) 
21st  day  of  January,  A.  D.  1870.  J 

In  witness  whereof,  I  have  hereunto  subscribed 
my  name  and  affixed  my  official  seal. 

[Seal.]  Sam'l  Hermann, 

Notary  Public. 
(Endorsed.) 
California  Southern  Railroad  Co.  Articles  of  Incorporation, 
January,  1870. 

Filed  in  office  of  the  Secretary  of  State,  January  22d,  1870. 

H.  L.  Nichols, 
Sec.  of  State. 

j  5  cent  Int^Rev.  Stamp,  j  By  Lew    £     HARRIS, 

(  Jan.  22.  '70.  (  Deputy. 


CERTIFIED    LIST    OF    OFFICERS 


CALIFORNIA  SOUTHERN  RAILROAD  COMPANY. 

I,  J.  L.  Willcutt,  Secretary  of  the  Southern  Pacific  Railroad 
Company,  hereby  certify  that  at  a  meeting  of  the  Board  of 
Directors,  named  in  the  Articles  of  Association  for  the  Incor- 
poration of  a  Railroad  Company,  to  be  known  as  the  "  California 
Southern  Railroad  Company,"  which  meeting  was  held  in  the 


27 

city  of  San  Francisco,  on  the  21st  day  of  January,  A.  D.  1870, 
for  the  purpose  of  electing  the  necessary  officers,  as  prescribed 
by  Statute,  the  following  named  persons  were  duly  and  legally 
elected  officers  of  said  Company,  to  serve  for  the  ensuing  year  : 

Charles  Mayne  was  elected  President, 
Myles  D.  Sweeny  was  elected  Treasurer, 
J.  L.  Willcutt  was  elected  Secretary, 

as  appears  of  record  on  the  minutes  of  proceedings  of  the 
Board  of  Directors  of  said  California  Southern  Railroad  Com- 
pany. 

In  witness  whereof,  I  have  hereunto  set  my  hand 
[Seal.]  and  affixed  the  corporate  seal  of  the  Company, 

this  twelfth  day  of  April,  A.  D.  1871. 

J.  L.  Willcutt, 
Secretary, 
S.  P.  R.  R.  Co. 


RESOLUTION 


CALIFORNIA       SOUTHERN     RAILROAD      COMPANY      TO     CONSOLIDATE 
WITH   OTHER   COMPANIES. 

At  a  meeting  of  the  Board  of  Directors  of  the  California 
Southern  Railroad  Company,  regularly  called  and  held  at  the 
Company's  office,  in  the  city  and  county  of  San  Francisco,  on 
the  11th  day  of  October,  A.  D.  1870,  at  which  meeting  the  full 
Board  of  Directors  were  present,  to  wit : 

Charles  Mayne,  Peter  Donahue, 

H.  M.  Newhall,  Myles  D.  Sweeny, 

and  Richard  P.  Hammond. 

The  following  resolution  was  offered  and  adopted  by  the 
unanimous  vote  and  concurrence  of  the  full  Board  of  Direc- 
tors : 

Resolved,  That  this  corporation  do  consolidate  with  The  San 
Francisco  and  San  Jose  Railroad  Company,  the  Santa  Clara 


28 

and  Pajaro  Valley  Railroad  '  Company  and  the  Southern 
Pacific  Railroad  Company,  upon  the  terms  and  conditions  set 
forth  in  the  Articles  of  Association,  Amalgamation  and  Consoli- 
dation now  herewith  presented,  which  are  hereby  approved, 
and  the  President  and  Secretary  of  this  Company  are  hereby 
authorized  and  required  to  subscribe  the  name  of  this  corpora- 
tion to  said  articles,  and  to  affix  its  corporate  seal  thereto,  and 
deliver  said  articles  as  the  Act  and  deed  of  this  corporation, 
and  that  either  face  of  the  half  dollar  coin  of  the  United  States 
of  America  be  adopted  and  used  as  the  seal  of  this  corporation. 
The  articles  referred  to  in  this  resolution  being  as  follows,  to 
wit :  (Articles  of  Association,  Amalgamation  and  Consolidation, 
as  per  accompanying  certified  copy.) 

In  witness  whereof,  I  have  hereunto  set  my  hand 
[Seal.]  and  affixed  the  corporate  seal  of  the  Company, 

this  twelfth  day  of  April,  A.  D.  1871. 

J.  L.  WlLLCUTT, 

Secy.  S.  P.  R.  R.  Co. 


V. 
SOUTHERN  PACIFIC  RAILROAD  COMPANY. 

{New  Organization.) 

Certified  Copy,  Articles  of  Association,  Amalgamation  and 

Consolidation  of 

The  San  Francisco  and  San  Jose  Railroad  Company,  the 
Santa  Clara  and  Pajaro  Valley  Railroad  Company,  the  South- 
ern Pacific  Railroad  Company,  and  the  California  Southern 
Railroad  Company. 


State  of  California,) 
Department  of  State.         ) 

(  l.  b.  h.  )     I,  H.  L.  Nichols,  Secretary  of  State  of  the 

<  Five  cent  Int.  Rev.  Stamp.  >    cij.    j.         p  n   vp         •        -i      i  -i  «•*       ,-t      . 

I         April  10, 7i.  j  State  oi  California,  do  hereby  certify  that 

the  annexed  is  a  true,  full  and  correct  copy  of  Articles  of 


29 

Association,  Amalgamation  and  Consolidation,  of  the  Southern 
Pacific  Kailroad  Company,  with  endorsements  thereon,  now  on 
file  in  my  office. 

Witness   my  hand   and  the    great   seal  of   State,  at 
{Sstote0f}    office  in  Sacramento,   California,  the  tenth  day  of 
April,  A.  D.  1871. 

H.  L.  Nichols, 

Secretary  of  State. 
By  Lew.  B.  Harris, 

Deputy. 


AKTICLES    OF 

Association  Amalgamation  and  Consolidation. 

Made  and  executed  on  this  the  eleventh  day  of  October,  A.  D. 
1870,  by  and  between  the  San  Francisco  and  San  Jose  Bail- 
road  Company,  of  the  first  part,  the  Santa  Clara  and  Pajaro 
Valley  Kailroad  Company,  of  the  second  part,  the  Southern 
Pacific  Railroad  Company,  of  the  third  part,  and  the  California 
Southern  Railroad  Company,  of  the  fourth  part. 

WITNESSETH,  that  whereas  the  said  party  of  the  first  part, 
was  heretofore,  to  wit,  on  the  eighteenth  day  of  August,  1860, 
duly  incorporated  and  organized  under  the  laws  of  the  State 
of  California,  for  the  purpose  of  constructing,  owning,  main- 
taining and  operating  a  railroad  from  the  city  of  San  Franciso, 
in  the  county  of  San  Francisco,  in  said  State,  through  said 
county,  and  the  counties  of  San  Mateo  and  Santa  Clara,  to  the 
city  of  San  Jose,  in  said  last  named  county,  a  distance  of  forty- 
eight  miles. 

(  5  cent.  ) 
\  Int.  Rev.  } 
(  Stamp.  ) 

And  whereas,  the  said  party  of  the  second  part  was  hereto- 
fore, to  wit,  on  the  second  day  of  January,  1868,  duly  incorpo- 
rated and  organized  under  the  laws  of  said  State,  for  the  pur- 
pose of  owning,  constructing,  maintaining  and  operating  a 
railroad  from  a  point  at  or  near  the  city  of  San  Jose,  in  the 


30 

county  of  Santa  Clara  and  State  aforesaid,  connecting  at  said 
point  with  the  railroad  of  the  said  party  of  the  first  part,  and 
to  pass  thence  to  a  point  at  or  near  the  town  of  New  Gilroy, 
in  the  same  county,  a  distance  of  thirty  miles. 

(  5  cent.  ) 
\  Int.  Rev.  \ 
(   Stamp.   ) 

And  whereas,  the  said  party  of  the  third  part  was  hereto- 
fore, to  wit,  on  the  second  day  of  December,  1865,  duly 
incorporated  and  organized  under  the  laws  of  said  State,  for 
the  purpose  of  constructing,  owning,  maintaining  and  operating 
a  railroad  from  some  point  on  the  Bay  of  San  Francisco,  in 
said  State,  and  to  pass  through  the  counties  of  Santa  Clara, 
Monterey,  San  Luis  Obispo,  Tulare,  Kern,  Los  Angeles  and 
San  Diego,  to  the  town  of  San  Diego,  in  said  State  ;  thence 
eastward,  through  the  county  of  San  Diego,  to  the  eastern 
boundary  line  of  said  State,  a  distance  of  seven  hundred  and 
twenty  miles,  as  near  as  may  be,  there  to  connect  with  a  con- 
templated railroad  from  said  eastern  boundary  line  of  said 
State  to  the  Mississippi  river,  and  has  received  large  grants 
of  land  from  the  Government  of  the  United  States,  to  aid  it  in 
the  construction  and  equipment  of  said  road. 

And  whereas,  the  said  party  of  the  fourth  part,  was  hereto- 
fore, to  wit,  on  the  twenty-second  day  of  Jannary,  1870,  duly 
incorporated  and  organized,  under  the  laws  of  said  State,  for 
the  purpose  of  constructing,  owning  and  maintaining  a  rail- 
road from  a  point  at  or  near  the  town  of  Gilroy,  in  the  county 
of  Santa  Clara,  in  said  State,  and  to  pass  through  the  counties 
of  Santa  Clara,  Santa  Cruz  and  Monterey,  to  a  point  at  or  near 
the  town  of  Salinas  City,  in  said  last  named  county,  a  distance 
of  forty-five  miles,  as  near  as  may  be. 

And  whereas,  said  parties  believe  a  consolidation  and 
amalgamation  of  their  capital  stocks,  debts,  properties,  assets, 
roads,  telegraphs,  lands  and  franchises  will  be  mutually  ad- 
vantageous. 

And  whereas,  more  than  three-fourths  in  value  of  all  the 
stockholders  in  interest  of  each  of  said  parties  have  consent- 
ed, in  writing,  to  such  amalgamation  and  consolidation,  upon 
the  terms  and  conditions  hereinafter  set  forth. 

5  cent 
Int.  Rev. 
Stamp. 


31 

Now,  therefore,  under  and  by  virtue  !  of  the  statute  of  the 
State  of  California,  in  such  case  made  and  provided,  the  said 
parties  do  hereby  mutually  covenant  and  agree,  each  with 
each  and  all  the  others,  to  the  following  articles,  to  wit : 

Article  1.  Said  parties  do  hereby  amalgamate  and  consoli- 
date themselves  into  a  new  corporation,  under  the  name  and 
style  of  the  Southern  Pacific  Eailroad  Company,  which  new 
corporation  shall  continue  in  existence  for  the  period  of  fifty 
years  from  the  date  of  these  articles  ;  and  they  do  further  con- 
solidate and  amalgamate  their  several : capital  stocks,  debts, 
properties,  assets,  roads,  telegraphs,  lands,  franchises,  rights, 
titles,  privileges,  claims  and  demands  of  every  kind  whatsoever, 
as  well  in  possession  as  in  expectancy,  at  law  or  in  equity,  and 
do  grant,  convey  and  vest  the  same  in  said  new  corporation 
as  fully  as  the  same  are  now  severally  held  and  enjoyed  by 
them  or  either  of  them ;  subject  however,  to  all  conditions,  ob- 
ligations, stipulations,  contracts,  agreements,  liens,  mortgages, 
incumbrances,  claims  and  charges  thereon,  or  in  anywise 
affecting  the  same. 

Article  2.  The  object  and  purpose  of  said  new  corporation 
shall  be  to  purchase,  construct,  own,  maintain,  and  operate  a 
continuous  line  of  railroad,  from  the  city  of  San  Francisco,  in 
the  State  of  California,  through  the  city  and  county  of  San 
Francisco,  the  counties  of  San  Mateo,  Santa  Clara,  Monterey, 
Fresno,  Tulare,  Kern,  San  Bernadino  and  San  Diego,  to  some 
point  on  the  Colorado  river,  in  the  southeastern  part  of  the 
State  of  California,  a  distance  of  seven  hundred  and  twenty 
miles,  as  near  as  may  be  ;  also  a  line  of  railroad  from  the  town 
of  Giiroy,  in  the  county  of  Santa  Clara,  in  said  State,  passing 
through  said  county  and  the  counties  of  Santa  Cruz  and  Mon- 
terey, to  a  point  at  or  near  Salinas  City,  in  said  last  named 
county,  a  distance  of  forty-five  miles,  as  near  as  may  be  ;  also 
such  branches  to  said  lines  as  the  Board  of  Directors  of  said 
new  corporation  may  hereafter  consider  advantageous  to  said 
corporation,  and  direct  to  be  established. 

Article  3.  The  Board  of  Directors  of  said  new  corporation 
shall  consist  of  seven  persons,  and  the  following  named  persons 


32 

shall  act  as  such  directors  until  their  successors  shall  have 
been  duly  elected,  pursuant  to  the  by-laws  of  said  new  corpo- 
ration hereafter  to  be  adopted,  viz.:  Lloyd  Tevis,  Leland  Stan- 
ford, Charles  Crocker,  C.  P.  Huntington,  Mark  Hopkins, 
Charles  Mayne  and  Peter  Donahue. 

Articled.  The  capital  stock  of  said  new  corporation  shall  be 
fifty  million  dollars,  consisting  of  five  hundred  thousand  shares 
of  one  hundred  dollars  each,  that  sum  being  the  contemplated 
actual  cost  of  said  railroads,  including  telegraph  lines,  rolling-- 
stock, motive  power,  shops,  depots,  etc. 

Article  5.  Each  stockholder  of  each  of  said  parties  shall 
have  the  same  number  of  shares  of  the  capital  stock  of  the 
new  corporation  which  he  now  owns  and  holds  of  the  capital 
stock  of  his  respective  company,  upon  the  same  terms  and 
conditions,  and  shall  be  entitled  to  receive  froin  said  new  cor- 
poration certificates  therefor,  where  the  same  has  been  fully 
paid  up,  upon  the  surrender  of  the  certificates  now  held  by  him, 
and  where  the  same  has  not  been  fully  paid  up,  he  shall  re- 
ceive such  other  evidence  of  his  ownership  as  the  Board  of 
Directors  of  said  new  corporation  shall  direct,  upon  the  sur- 
render of  such  evidence  of  his  ownership  of  such  unpaid  stock 
of  his  respective  company  as  he  may  now  hold. 

Article  6.  Said  new  corporation  shall  assume  and  perform 
all  the  contracts,  agreements,  covenants,  duties  and  obligations, 
of  what  kind  soever,  of  each  of  said  parties,  and  shall  pay  and 
discharge  all  debts,  claims  and  demands  existing  against  either 
and  all  of  said  parties ;  but  nothing  herein  contained  shall  re- 
lease the  said  parties  or  either  of  them,  or  their  stockholders 
or  any  of  them,  from  any  of  their  just  liabilities. 

In  testimony  whereof,  the  said  parties  have  severally 
caused  these  articles  to  be  signed  and  executed,  by 
affixing  thereto  their  respective  corporate  names 
and  seals,  by  their  respective  Presidents  and 
Secretaries,  pursuant  to  the  orders  of  their  respec- 
tive Boards  of  Directors  heretofore  made,  on  the 
day  and  year  first  above  written. 


33 

Southern  Pacific  Eailroad  Co. 
[seal.]  By  Lloyd  Tevis,  President, 

B.  B.  Minor,  Secretary. 
The  San  Francisco  &  San  Jose  Eailroad  Co. 
[seal.]  By  H.  M.  Newhall,  President, 

J.  L.  Willcutt,  Secretary. 
Santa  Clara  &  Pajaro  Valley  Kailroad  Co., 
[seal.]  •  By  Peter  Donahue,  President, 

J.  L.  Willcutt,  Secretary. 
California  Southern  Eailroad  Co., 
[seal.]  By  Charles  Mayne,  President, 

J.  L.  Willcutt,  Secretary. 

!5  cent  ) 
Int.  Rev.  \ 
Stamp.   ) 

The  undersigned,  being  holders  of  more  than  three-fourths 
in  value  of  the  capital  stock  of  the  San  Francisco  &  San  Jose 
Eailroad  Company,  party  of  the  first  part,  in  and  to  the  fore- 
going articles,  do  hereby  consent  to  the  terms  and  conditions 
in  said  articles  contained,  and  do  consent  to  the  consolidation 
therein  provided  for. 

Done  this  the  eleventh  day  of  October,  1870. 

H.  M.  Newhall,      P.  Donahue, 
Chas.  Mayne,  W.  C.  Ealston, 

Jas.  O'Neill,  G.  Palache, 

Myles  D.  Sweeny. 

15  cent.  ) 
Int.  ltev.  \ 
Stamp.   ) 

The  undersigned,  being  holders  of  more  than  three-fourths 
in  value  of  the  capital  stock  of  the  Santa  Clara  &  Pajaro  Valley 
Eailroad  Company,  party  of  the  second  part,  in  and  to  the 
foregoing  articles,  do  hereby  consent  to  the  terms  and  con- 
ditions in  said  articles  contained,  and  do  consent  to  the  con- 
solidation therein  provided  for. 
Done  this  the  eleventh  day  of  October,  1870. 

H.  M.  Newhall,  P.  Donahue, 

Chas.  Mayne,  Jas.  O'Neill, 

Myles  D.  Sweeny,        Eichd.  P.  Hammond, 
J.  L.  Willcutt,  J.  O.  Eldridge, 

Edward  Martin. 


5  cent. 
Int.  Rev. 
Stamp. 


34 

The  undersigned,  being  holders  of  more  than  three-fourths 
in  value  of  the  capital  stock  of  the  Southern  Pacific  Railroad 
Company,  party  of  the  third  part,  in  and  to  the  foregoing 
articles,  do  hereby  consent  to  the  terms  and  conditions  in  said 
articles  contained,  and  do  consent  to  the  consolidation  therein 
provided  for. 

Done  this  the  eleventh  day  of  October,  1870. 

Lloyd  Tevis,  Thomas  Bell, 

Wm.  E.  Barron,  W.  B.  Carr, 

by  his  Atty.  in  fact 
Thomas  Bell,  B.  B.  Minor. 

!6  cent.  ) 
Int.  Rev.  S 
Stamp.     ) 

The  undersigned,  being  holders  of  more  than  three-fourths 
in  value  of  the  capital  stock  of  the  California  Southern  Railroad 
Company,  party  of  the  fourth  part,  in  and  to  the  foregoing 
articles,  do  hereby  consent  to  the  terms  and  conditions  in  said 
articles  contained,  and  do  consent  to  the  consolidation  therein 
provided  for. 

Done  this  the  eleventh  day  of  October,  1870. 

H.  M.  Newhall,  Richd.  P.  Hammond, 

P.  Donahue,  J.  L.  Wlllcutt, 

Chas.  Mayne,  G.  Palache, 

Myles  D.  Sweeny,      J.  O.  Eldridge, 


Edward  Martin. 


5  cent. 
Int.  Rev. 
Stamp. 


Endorsed. — 

Southern  Pacific  Railroad  Company,  being  Articles  of 
Association,  Amalgamation  and  Consolidation,  of  the 
San  Francisco  &  San  Jose,  the  Santa  Clara  &  Pajaro 
Valley  Railroad  Compy's,  and  the  Southern  Pacific 
and  the  California  Southern  R.  R.  Companies. 
Filed  in  office  of  the  Secretary  of  State,  October  12th,  A.  D., 
1870, 

H.  L.  Nichols, 
Sec.  of  St. 


35 


VI. 
SOUTHERN  PACIFIC  RAILROAD  COMPANY. 

CERTIFICATE   OF  PUBLICATION  OF  NOTICE    OF    CONSOLIDATION. 

/,  J,  L.  Willcutt,  Secretary  of  the  Southern  Pacific  Railroad 
Company,  hereby  certify  that  due  notice  has  been  given  of  the 
consolidation  and  amalgamation  of  the  Southern  Pacific  Rail- 
road Company,  The  San  Francisco  and  San  Jose  Railroad  Com- 
pany, The  Santa  Clara  and  Pajaro  Valley  Railroad  Company, 
and  the  California  Southern  Railroad  Company,  by  advertising 
the  same,  pursuant  to  section  forty  (40)  of  the  General  Rail- 
road Law  of  California. 


The  annexed  is  a 
copy  of  said  notice, 
and  the  following 
are  the  names  of 
papers  in  which  the 
same  has  been  pub- 
lished, as  per  affida- 
vits of  publication 
on  file  in  my  office. 


RAILROAD  CONSOLIDATION. 

Pursuant  to  the  statute  in  such  case 
made  and  provided,  notice  is  hereby  given 
that  the  Southern  Pacific  Railroad  Com- 
pany, The  San  Francisco  &  San  Jose 
Railroad  Company,  the  Santa  Clara  & 
Pajaro  Valley  Railroad  Company  and  the 
California  Southern  Railroad  Company, 
upon  the  written  consent  of  the  stock- 
holders holding  more  than  three-fourths 
of  the  capital  stock  of  each  of  said  cor- 
porations respectively,  and  by  the  agree- 
ment of  the  respective  Boards  of  Di- 
rectors of  said  corporations,  made  and 
entered  into  in  accordance  with  such  con- 
sent, and  pursuant  to  the  statute  in  such 
case  made  and  provided,  have,  this  day, 
amalgamated  and  consolidated  their  cap- 
ital stock,  debts,  property,  assets  and 
franchises  under  the  corporate  name  and 
style  of  the  Southern  Pacific  Railroad 
Company.  By  order  of  the  Board  of  Di- 
rectors of  the  Southern  Pacific  Railroad 
Company. 

J.  L.  Willcutt, 

Secretary. 


36 

San  Francisco,  October  12, 1870. 
oc.  13, 1  m. 


NAMES. 

WHERE    PUBLISHED. 

San  Mateo  Co.  Gazette 

Redwood  City,  San  Mateo  county. 

Santa  Clara  Argus.  . .  . 

San  Jose,  Santa  Clara  county. 

Salinas  Standard 

Salinas  City,  Monterey  county. 

Fresno  Expositor 

Millerton,  Fresno  county. 

Tulare  Times 

Visalia,  Tulare  county. 

Kern  County   Weekly 

Courier 

Bakersfield,  Kern  county. 

Guardian 

San  Bernadino,  San  Bernadino  county. 
San  Diego,  San  Diego  county. 

San  Diego  Union 

Sacramento  Record . .  . 

Sacramento,  Sacramento  county. 

Daily  Alta  California. 

San  Francisco,  San  Francisco  county. 

Daily  Evening  Bulletin 

Do.                      do.                    do. 

In  toitness  whereof \  I  .have  hereunto  set  my  hand, 
[Seal.]        and  affixed  the  corporate  seal  of  the  Company, 
this  13th  day  of  April,  A.  D.  1871. 

J.  L.   WlLLCUTT, 

Secy.  So.  Pacific  R.  R.  Co. 


VII. 


SOUTHERN  PACIFIC  RAILROAD  COMPANY. 

CERTIFIED   COPY  OF  AMENDED   CERTIFICATE  OF  INCORPORATION. 


State  of  California,  ) 
Department  of  State,  j 

l.  b.  h.        )       I  R.  L.  Nichols.  Secretary  of  State  for  the 

5  ct.  Int.  Rev.  Stamp.  J     ^  „  ~   *.*         •       «      «  i 

April  15, 1871.     )    State  of  California,  do  hereby  certify  that  the 
annexed  is  a  true,  full  and  correct  copy  of  the  amended  Cer- 


37 

tificate  of  Incorporation  of  the  Southern  Pacific  Eailroad  Com- 
pany, now  on  file  in  my  office. 

Witness  my  hand  and  the  great  seal  of  State,  at 
office  in  Sacramento,  California,  the  15th  day  of 
April,  A.  D.  1871. 
{££."}  H-  L-  Nichols, 

Secretary  of  State. 
By  Lew.  B.  Harris, 

Deputy. 


AMENDED   CERTIFICATE   OF  INCORPORATION  OF  THE   SOUTHERN 
PACIFIC  RAILROAD  COMPANY. 

Whereas,  by  an  Act  of  the  Legislature  of  the  State  of  Cali- 
fornia, entitled  "  An  Act  relating  to  Certificates  of  Incorpora- 
tion," approved  March  1,  1870,  any  corporation  then  organized, 
or  thereafter  to  be  organized,  under  the  laws  of  the  State  of 
California,  is  authorized  and  empowered  to  amend  its  articles 
of  association,  or  certificate  of  incorporation,  by  a  majority 
vote  of  the  Board  of  Directors  or  Trustees,  and  by  a  vote  or 
written  assent  of  the  stockholders  representing,  at  least,  two- 
thirds  of  the  capital  stock  of  such  corporation. 

And  whereas,  by  a  certain  other  Act  of  the  Legislature  of 
the  State  of  California,  entitled  "  An  Act  to  aid  in  giving  effect 
to  an  Act  of  Congress,  relating  to  the  Southern  Pacific  Rail- 
road Company,"  approved  April  4,  1870,  to  enable  the  said 
company  to  more  fully  and  completely  comply  with  and  per- 
form the  provisions,  requirements  and  conditions  of  an  Act  of 
Congress  of  the  United  States  of  America,  entitled  "  An  Act 
granting  lands  to  aid  in  the  construction  of  a  railroad  and  tele- 
graph line  from  San  Francisco  to  the  eastern  line  of  the  State 
of  California,"  approved  July  27,  1866,  and  of  all  other  Acts 
of  Congress  then  in  force,  or  which  might  thereafter  be  enacted, 
the  said  Southern  Pacific  Railroad  Company,  its  successors 
and  assigns,  were  authorized  and  empowered  to  change  the 
line  of  its  railroad,  so  as  to  reach  the  eastern  boundary  line  of 
the  State  of   California  by  such  route  as  said  company  might 


38 

determine  to  be  most  practicable,  and  to  file  new  and  amenda- 
tory Articles  of  Association. 

And  whereas,  by  an  Act  of  Congress  of  the  United  States 
of  America,  entitled  "An  Act  to  incorporate  Texas  Pacific 
Kailroad  Company  and  aid  in  the  construction  of  its  road,  and 
for  other  purposes,"   approved  March  3d,  1871. 

The  said  Southern  Pacific  Railroad  Company  was  author- 
ized, subject  to  the  laws  of  California,  to  construct  a  line  of 
railroad  from  a  point  at,  or  near  Taheechaypah  pass,  by  way 
of  Los  Angeles  to  the  Texas  Pacific  Railroad,  at  or  near  the 
Colorado  river,  with  the  same  grants,  rights  and  privileges,  and 
subject  to  the  same  limitations,  restrictions  and  conditions  as 
were  granted  to  said  Southern  Pacific  Railroad  Company  by 
an  Act  of  Congress,  entitled  "  An  Act  granting  lands  to  aid  in 
the  construction  of  a  railroad  and  telegraph  line,  from  the 
States  of  Missouri  and  Arkansas  to  the  Pacific  coast,"  ap- 
proved July  27, 1866. 

And  whereas,  said  Southern  Pacific  Railroad  Company  de- 
sires to  secure  to  itself  the  grants,  rights  and  privileges  conferred 
upon  it  by  said  Acts  of  the  Congress  of  the  United  States,  and 
to  that  end  to  amend  and  alter  its  articles  of  association,  as  pro- 
vided in  the  foregoing  Acts  of  the  Legislature  of  the  State  of 
California,  so  as  to  include  in  its  line  of  railroad  and  telegraph, 
the  line  or  route  designated  in  the  aforesaid  Act  of  Congress 
of  March  3d,  1871,  to  wit :  The  line  from  a  point  at  or  near 
Taheechaypah  pass,  by  way  of  Los  Angeles,  to  the  Texas 
Pacific  Railroad,  at  or  near  the  Colorado  river. 

And  whereas,  on  the  11th  day  of  April,  1871,  at  a  meeting 
of  the  Board  of  Directors  of  said  company,  held  at  San  Fran- 
cisco, the  principal  place  of  business  of  said  company,  it  was 
determined  by  a  unanimous  vote  of  said  Board,  that  the  articles 
of  association  of  said  Company  be  amended  as  aforesaid. 

And  whereas,  at  the  same  time  and  place,  at  a  meeting  of 
the  stockholders  of  said  company,  at  which  stockholders  of 
said  company  holding  more  than  two- thirds  of  the  capital 
stock  of  said  company  were  present,  and  did  vote  unanimously 
ii4  favor  of  amending  the  articles  of  association  of  said  com- 


39 

pany  as  aforesaid,  and  did  also  unanimously  vote  to  increase 
the  capital  stock  of  said  company  to  the  sum  of  seventy  mil- 
lions of  dollars,  to  meet  the  increased  cost  of  the  construction 
and  equipment  of  said  railroad. 

Now,  therefore,  the  Board  of  Directors  of  said  Southern 
Pacific  Railroad,  do  order  and  direct  that  the  articles  of  associa- 
tion of  said  company  be  amended  so  as  to  read  as  follows : 

ARTICLES  OF  ASSOCIATION,  AMALGAMATION  AND  CONSOLIDATION. 

Made  and  executed  on  this  the  eleventh  day  of  October,  A.  D. 
1870,  by  and  between  the  San  Francisco  &  San  Jose  Railroad 
Company  of  the  first  part,  tho  Santa  Clara  &  Pajaro  Valley 
Railroad  Company  of  the  second  part,  the  Southern  Pacific 
Railroad  Company  of  the  third  part,  and  the  California  South- 
ern Railroad  Company  of  the  fourth  part,  witnesseth : 

That  whereas,  the  said  party  of  the  first  part  was  hereto- 
fore, to  wit,  on  the  eighteenth  day  of  August,  18G0,  duly  incor- 
porated and  organized  under  the  laws  of  the  State  of  Califor- 
nia, for  the  purpose  of  constructing,  owning,  maintaining  and 
operating  a  railroad  from  the  city  of  San  Francisco,  in  the 
county  of  San  Francisco,  in  said  State,  through  said  county 
and  the  counties  of  San  Mateo  and  Santa  Clara,  to  the  city  of 
San  Jose,  in  said  last  named  county,  a  distance  of  forty-eight 
miles. 

And  whereas,  the  said  party  of  the  second  part  was  hereto- 
fore, to  wit,  on  the  second  day  of  January,  1868,  duly  incorpo- 
rated and  organized  under  the  laws  of  said  State,  for  the  pur- 
pose of  -  constructing,  owning,  maintaining  "  and  operating  a 
railroad  from  a  point  at  or  near  tho  city  of  San  Jose,  in  the  county 
of  Santa  Clara  and  State  aforesaid,  connecting  at  said  point 
with  the  railroad  of  the  said  party  of  the  first  part,  and  to 
pass  thence  to  a  point  at  or  near  the  town  of  New  Gilroy,  in 
the  same  county,  a  distance  of  thirty  miles. 

And  whereas,  the  said  party  of  the  third  part  was  hereto- 
tofore,  to  wit,  on  the  second  day  of  December  1865,  duly  in- 
corporated and  organized  under  the  laws  of  said  Stato,  for  the 


40 

purpose  of  constructing,  owning,  maintaining  and  operating  a 
railroad,  from  some  point  on  the  bay  of  San  Francisco,  in  said 
State,  and  to  pass  through  the  counties  of  Santa  Clara,  Mon- 
terey, San  Luis  Obispo,  Tulare,  Kern,  Los  Angeles  and  San 
Diego,  to  the  town  of  San  Diego,  in  said  State ;  thence  east- 
ward through  the  county  of  San  Diego  to  the  eastern  boundary 
line  of  said  State,  a  distance  of  seven  hundred  and  twenty  miles 
as  near  as  may  be,  there  to  connect  with  a  contemplated  rail- 
road from  said  eastern  boundary  line  of  said  State  to  the  Missis- 
sippi river,  and  has  received  large  grants  of  land  from  the 
Government  of  the  United  States  to  aid  it  in  the  construction 
and  equipment  of  said  road. 

And  whereas,  the  said  party  of  the  fourth  part  was  hereto- 
fore, to  wit,  on  the  twenty-second  day  of  January,  1870,  duly 
incorporated  and  organized  under  the  laws  of  said  State, 
for  the  purpose  of  constructing,  owning  and  maintaining  a  rail- 
road from  a  point  at  or  near  the  town  of  Gilroy,  in  the  county 
of  Santa  Clara,  in  said  State,  and  to  pass  through  the  counties 
of  Santa  Clara,  Santa  Cruz  and  Monterey,  to  a  point  at  or  near 
the  town  of  Salinas  City,  in  said  last  named  county,  a  distance 
of  forty-five  miles,  as  near  as  may  be. 

And  whereas,  said  parties  believe  a  consolidation  and  amal- 
gamation of  their  capital  stocks,  debts,  properties,  assets,  roads, 
telegraphs,  lands  and  franchises,  will  be  mutually  advan- 
tageous. 

And  whereas,  more  than  three-fourths  in  value  of  all  the 
stockholders  in  interest  of  each  of  said  parties  have  consented, 
in  writing,  to  such  amalgamation  and  consolidation,  upon  the 
terms  and  conditions  hereinafter  set  forth. 

Now,  therefore,  under  and  b}r  virtue  of  the  statute  of  the 
State  of  California,  in  such  case  made  and  provided,  the  said 
parties  do  hereby  mutually  covenant  and  agree,  each  with  each 
and  all  the  others,  to  the  following  articles,  to  wit : 

Article  1.  Said  parties  do  hereby  amalgamate  and  consoli- 
date themselves  into  a  new  corporation,  under  the  name  and 
style  of  the  Southern  Pacific  Eailroad  Company,  which  new 


41 

corporation  shall  continue  in  existence  for  the  period  of  fifty 
years  from  the  date  of  these  articles  ;  and  they  do  further  con- 
solidate and  amalgamate  their  several  capital  stocks,  debts, 
properties,  assets,  roads,  telegraphs,  lands,  franchises,  rights, 
titles,  privileges,  claims  and  demands  of  every  kind  whatsoever, 
as  well  in  possession  as  in  expectancy,  at  law  or  in  equity,  and 
do  grant,  convey  and  vest  the  same  in  said  new  corporation,  as 
fully  as  the  same  are  now  severally  held  and  enjoyed  by  them, 
or  either  of  them,  subject,  however,  to  all  conditions,  obliga- 
tions, stipulations,  contracts,  agreements,  hens,  mortgages, 
encumbrances,  claims  and  charges  thereon,  or  in  anywise  af. 
fecting  the  same. 

Article  2.  The  object  and  purpose  of  said  new  corporation 
shall  be  to  purchase,  construct,  own,  maintain  and  operate  a 
continuous  line  of  railroad  from  the  city  of  San  Francisco,  in 
the  State  of  California,  through  the  city  and  county  of  San 
Francisco,  the  counties  of  San  Mateo,  Santa  Clara,  Monterey 
Fresno,  Tulare,  Kern,  San  Bernadino  and  San  Diego,  to  some 
point  on  the  Colorado  river,  in  the  south-eastern  part  of  the 
State  of  California,  a  distance  of  seven  hundred  and  twenty 
miles,  as  near  as  may  be  ;  also  a  line  of  railroad  from  a  point 
at  or  near  Taheechaypah  pass,  by  way  of  Los  Angeles,  to  the 
Texas  Pacific  Railroad,  at  or  near  the  Colorado  river,  a  dis- 
tance of  three  hundred  and  twenty-four  miles,  as  near  as  may 
be;  also  a  line  of  railroad  from  the  town  of  Gilroy,  in  the 
county  of  Santa  Clara,  in  said  State,  passing  through  said 
county  and  the  counties  of  Santa  Cruz  and  Monterey,  to  a 
point  at  or  near  Salinas  City,  in  said  last  named  county,  a  dis- 
tance of  forty-five  miles,  as  near  as  may  be ;  also  such  branches 
to  said  lines  as  the  Board  of  Directors  of  said  new  corpora- 
tion may  hereafter  consider  advantageous  to  said  corporation 
and  direct  to  be  established. 

Article  3.  The  Board  of  Directors  of  said  new  corpora- 
tion shall  consist  of  seven  persons,  and  the  following  named 
persons  shall  act  as  such  directors  until  their  successors  shall 
have  been  duly  elected,  pursuant  to  the  by-laws  of  said  new 
corporation,  hereafter  to  be  adopted,  viz. :  Lloyd  Tevis,  Leland 
6 


42 

Stanford,  Charles  Crocker,  C.  P.  Huntington,  Mark  Hopkins, 
Charles  Mayne  and  Peter  Donahue. 

Article  4.  The  capital  stock  of  said  new  corporation  shall  be 
seventy  million  dollars,  consisting  of  seven  hundred  thousand 
shares^  of  one  hundred  dollars  each,  that  sum  being  the  con- 
templated actual  cost  of  said  railroads,  including  telegraph 
lines,  rolling  stock,  motive  power,  shops,  depots,  &c. 

Article  5.  Each  stockholder  of  each  of  said  parties  shall  have 
the  same  number  of  shares  of  the  capital  stock  of  the  new 
corporation  which  he  now  owns  and  holds  of  the  capital  stock 
of  his  respective  company,  upon  the  same  terms  and  conditions, 
and  shall  be  entitled  to  receive  from  said  new  corporation  cer- 
tificates therefor,  where  the  same  has  been  fully  paid  up,  upon 
the  surrender  of  the  certificates  now  held  by  him,  and  where 
the  same  has  not  been  fully  paid  up,  he  shall  receive  such 
other  evidence  of  his  ownership  as  the  Board  of  Directors 
of  said  new  corporation  shall  direct,  upon  the  surrender  of 
such  evidence  of  his  ownership  of  such  unpaid  stock  of  his 
respective  company  as  he  may  now  hold. 

Article  6.  Said  new  corporation  shall  assume  and  perform 
all  the  contracts,  agreements,  covenants,  duties  and  obligations, 
of  what  kind  soever,  of  each  of  said  parties,  and  shall  pay  and 
discharge  all  debts,  claims  and  demands  existing  against  either 
and  all  of  said  parties,  but  nothing  herein  contained  shall  re- 
lease the  said  parties  or  either  of  them,  or  their  stockholders 
or  any  of  them,  from  any  of  their  just  liabilities. 

In  testimony  whereof,  the  said  Southern  Pacific  Bail- 
road  Company,  by  its  Board  of  Directors,  has 
caused  these  articles  to  be  signed  and  counter- 
signed by  its  President  and  Secretary,  and  its 
corporate  seal  to  be  hereunto  affixed,  on  this,  the 
eleventh  (11)  day  of  April,  1871. 

Southern  Pacific  Eailroad  Company, 

By  Charles  Crocker, 

President. 
[Seal].  J.  L.  Willcutt, 

Secretary. 


43 

Endorsed — 

Southern  Pacific  R.  R.  Co.  Amended  Certificate  of  In- 
corporation, filed  in  office  of  the  Secretary  of  State, 
April,  15, 1871. 

H.  L.  Nichols, 
Secretary  of  State. 

By  Lew.  B.  Harris, 

Deputy. 


BY-LAWS 


OF  THE 


•+•*- 


Section  1.    The  annual  meeting  of  the  stockholders  of  this  mSfgs  of 
Company  shall  be  held  at  the  principal  place  of  business  of  the  8tockholder8- 
Company  on  the  second  Monday  of  August  in  each  year,  or  at PIace* 
such  other  time  as  shall  be  appointed  by  a  resolution  of  the  Tuno  of' 
Board  of  Directors,  at  which  an  election  for  seven  Directors  E1®ction  of 

'  Directors. 

shall  be  held,  to  serve  for  the  ensuing  year,  and  until  their 
successors  are  elected.     Said  election  shall  commence  and  ter-  Time  of  Eiec- 
minate  at  hours  designated  by  the  Board  of  Directors  and    tlon' 
named  in  the  notice  calling  the  meeting. 

Section  2.    The  President,  or  in  his  absence  the  Vice- Elections- 
President  of  the  Company,  together  with  one  Director,  and  oa^f^ 
one  stockholder  who  is  not  at  the  time  a  Director,  both  to  be 
chosen  and  appointed  by  the  Board  of  Directors  for  that  pur- 
pose, shall  act  as  the  Judges  of  Election,  receive,  count  and  Judges  of 
canvass  the  votes,  and  declare  the  result  without  delay.     The 
Secretary  shall  be  tally  clerk,  and  shall  keep  a  regular  tally  Tauy  cierk. 
list  of  all  votes  cast  at  said  election  and  preserve  the  same  in  Voters  and 
his  office.     The  vote  for  the   election  of  Directors  shall  be    votes- 
taken  bv  ballot,  and  each  voter  shall  indorse  on  his  ballot  his 

j  .  .  Vote  by    bal- 

name  and  the  number  of  votes  cast  by  him.     The  said  Judges    lot- 
of  Election  and  Secretary  shall,  at  the  close  of  such  election,  Election  of 

i  t>  t^«  Directors. 

certify  the  result  thereof  to  the  Board  of  Directors.     In  the 


Fiscal  year. 


46 

absence  of  any  officer  of  election,  his  place  shall  be  filled  by 
the  stockholders  present  at  the  opening  of  the  election. 

stoSid.  Section  3.  At  all  meetings  of  the  stockholders,  absent 
who  to  vote,  members  may  vote  by  proxy  duly  authorized  in  writing,  signed 
by  the  stockholder  granting  them,  and  they  shall  be  filed  with 
the  Secretary.  It  shall  be  the  duty  of  the  Secretary,  previous 
List  of  voters.  iQ  everv  meeting  thereof,  to  make  an  alphabetical  list  of  all 
stockholders,  with  the  number  of  votes  each  is  entitled  to  cast 
set  opposite  his  or  her  name,  and  have  the  same  present  at 
such  meeting  for  the  use  of  the  officers  thereof. 

0  company"16  Section  4.  The  office  of  the  Company  and  of  the  President, 
Secretary,  Treasurer  and  Chief  Engineer,  with  the  books  and 
papers  thereto  belonging,  shall  be  kept  in  the  city  of  San 
Francisco.  The  fiscal  year  of  the  Company  shall  commence 
on  the  first  day  of  July  and  terminate  on  the  last  day  of  June 
in  each  year,  and  shall  be  divided  into  four  quarters,  termina- 
ting on  the  last  days  of  September,  December,  March  and 
June,  respectively. 

meetings.        Section  5.     The  regular  monthly  meetings  of  the  Board  of 

Directors  shall  be  held  on  the  second  Tuesday  of  each  month, 

at  two  o'clock  in  the  afternoon,  at  the  office  of  the  Company, 

unless  otherwise  specially  directed  by  the  Board,  and  four  or 

Quorum.       more  0f  the  Directors  shall  constitute  a  quorum  at  all  meetings 

special  meet-  f°r  the  transaction  of  business.     Special  meetings  may  at  any 

ing8,  time  be  called  by  the  President,  or  any  three  members  of  the 

Board,  to  convene  at  such  time  and  place  as  may  be  appointed, 

but  it  shall  require  a  majority  of  the  whole  Board  to  adopt 

any  measure. 

Eoffloe*t°b  Section  6.  There  shall  be  elected  by  the  Directors  at  their 
Directors.  first  meeting  after  the  annual  election  of  Directors,  which  shall 
be  within  five  days  thereafter,  or  at  such  subsequent  meeting 
of  the  Board  as  said  election  may  be  adjourned  to,  from  among 
their  number  a  President,  a  Vice-President,  and  a  Treasurer, 
and  also  a  Secretary,  who  need  not  necessarily  be  a  Director, 

Tomce.f  who  shall  hold  their  offices  for  the  term  of  one  year,  and  until 
their  successors  are  elected  and  qualified,  unless  previously  re- 


47 

moved,  and  who  shall  receive  such  salaries  as  may  be  allowed 
by  the  Board  of  Directors. 

Section  7.  The  Secretary  of  the  Company  shall  perform  Se^et%r8y-hi8 
the  duties  prescribed  by  Statutes,  and  shall  make  out  a  quar- 
terly and  an  annual  statement  and  balance  sheet  at  the  end  of 
each  quarter  and  year,  up  to  and  including  the  last  days  of 
each  of  said  quarters  and  year,  showing  the  financial  condition 
of  the  Company  at  each  of  said  periods,  and  lay  the  same  be- 
fore the  Board  at  the  next  regular  meeting  after  the  expiration 
of  said  quarter  and  year,  and  perform  such  other  official  duties 
as  may  be  required  of  him  by  the  Board  of  Directors. 


Section  8.     Certificates  of  Stock  shall  be  issued  only  for  fully  gtock  Certifl. 
paid  stock,  and  shall  be  of  such  form  and  device  as  the  Board    °ate8'. 

i  '  •  ,  When   issued. 

of  Directors  shall  determine,  and  each  certificate  shall  be  signed  „ 

°    .      Form. 

by  the  President  and  Secretary,   and  express  on  its  face  its  How  b.  ned 

number,  date  of  issue,  the  number  of  shares  for  which,  and  the„ru  .  . 

7  what  to  con- 

name  of  the  person  to  whom,  it  is  issued.    The  certificate  book  tein- 

shall  contain  a  margin,  on  which  shall  be  entered  the  number,  g^ficate 

date,  number  of  shares,  and  the  name  of  the  shareholder  ex-  „  :    . 

3  '  Entry  in. 

pressed   in  the   corresponding    certificate.     The   surrendered 
certificate  shall  in  all  cases  be  canceled  by  the  Secretary  before 
issuing  a  new  one  in  lieu  thereof.     In  all  cases  where  a  certifi- 
cate of  stock  shall  have  been  issued,  no  transfer  of  such  stock 
shall  be  made  on  the  "Stock  Transfer  Book"  until  such  cer-tocbefrfiecta^n8: 
tificates  shall  have  been  returned  to  the  Company,  and  in  case  ed- 
of  the  alleged  loss  or  destruction  of  a  certificate  of  stock,  due  Lo^a^  Certi" 
proof  of  such  loss  or  destruction  shall  be  made,  and  a  sufficient  Proof  of  loss 
bond  of  indemnity  against  any  loss  or  damage  the  Company  Indemmty. 
may  sustain  should  said  certificate  afterwards  reappear,  shall 
be  executed  to  the  Company,  and  approved  by  the  Board  of 
Directors,  before  a  duplicate  thereof  shall  be  issued,  and  before 
any  transfer  of  such  stock  shall  be  entered  on  the  Stock  Trans- 
fer Book. 

Section  9.     These  By-Laws  may  be  amended  or  suspended 
at  any  time  by  the  Board  of  Directors. 


ACTS    OF    CONGRESS 


KELATIVE  TO   TIIE 


SOUTHERN    PACIFIC    RAILKOAD    COMPANY. 


ATLANTIC   AND    PACIFIC  RAILROAD  COMPANY'S 
CHARTER. 


[Approved  July  27,  18G6.] 

(14  U.  S.  Statutes  at  Large,  page  292.) 
Chap.  CCLXXVII. 

An  Act  Granting  Lands  to  Aid  in  the  Construction  of  a  Railroad 
and  Telegraph  Line  from  the  States  of  Missouri  and  Arkansas 
to  the  Pacific  Coast. 

Be  it  enacted  by  the  Senate    and  House  of   Representatives 
of  the    United  States  of  America,  in   Congress  assembled,  that     Atlantic  and 
John  B.  Brown,  Anson  P.  Morrill,  Samuel  F.  Hersey,  William  G.  cSSJSn^SSS 
Crosby,  Samuel  E.  Spring,  Samuel  P.  Dinsmore,  of  Maine ;  N.  S.  porated# 
Upham,  Frederick  Smyth,  Onslow  Stearns,  S.  G.  Griffin,  William 
E.  Chandler,  of  New  Hampshire;  T.  W.  Parke,  H.  H.  Baxter,  John 
7 


50 


Gregory  Smith,  A.  P.  Lyman,  of  Vermont ;  Walter  S.  Bnrges,  Wil- 
liam S.  Slater,  Stephen  Harris,  Thomas  P.  Shepard,  of  Rhode 
corporators.  Island ;  William  Merritt,  Alexander  H.  Bullock,  George  L.  Stearns, 
Genery  Twitchell,  Charles  H.  Warren,  Chester  W.  Chapin,  of 
Massachusetts ;  John  Boyd,  Eobert  C.  Wetmore,  John  T.  Wait, 
Cyrus  Northrop,  of  Connecticut ;  Solon  Humphreys,  J.  Bigler, 
Homer  Ramsdell,  Isaac  H.  Knox,  John  A.  C.  Gray,  Daniel  L.  Ross, 
A.  V.  Stout,  M.  K.  Jessup,  R.  E.  Fenton,  E.  L.  Fancher,  J.  C.  Fre- 
mont, James  Hoy,  Jesse  M.  Bolles,  Edward  Gilbert,  James  P.  Rob- 
inson, Oliver  C.  Billings,  of  New  York ;  Charles  Bachelor,  John 
Edgar  Thompson,  Morton  McMichael,  T.  Haskins  Du  Puy,  Thomas 

A.  Scott,  Charles  Rickettson,  William  Lyon,  George  W.  Cass,  Levi 
Parsons,  of  Pennsylvania ;  Charles  Knap,  J.  L.  N.  Stratton,  James 

B.  Dayton,  Robert  F.  Stockton,  Alexander  G.  Cattell,  A.  W.  Mark- 
ley,  of  New  Jersey ;  John  W.  Garrett,  Charles  J.  M.  Gwinn,  Robert 
Fowler,  Jacob  Tome,  Thomas  M.  Lanahan,  of  Maryland ;  Charles 
J.  Dupont,  Henry  Ridgely,  Andrew  C.  Gray,  Nat.  Smythers,  of 
Delaware ;  Bellamy  Storer,  George  B.  Senter,  William  Baker,  Sam- 
uel Galloway,  David  Tod,  Charles  Anderson.  Bird  B.  Chapman, 
Edward  Sturgis,  Israel  Dille,  of  Ohio ;  Edwin  Peck,  William  D. 
Griswold,  James  P.  Luse,  Samuel  E.  Perkins,  Conrad  Baker,  of  In- 
diana ;  Richard  J.  Oglesby,  N.  B.  Judd,  Samuel  A.  Buckmaster,  D. 
L.  Phillips,  L.  P.  Sanger,  of  Illinois  ;  Eber  B.  Ward,  Omar  D.  Con- 
gar,  Nathaniel  W.  Brooks,  Alexander  H.  Morrison,  of  Michigan ; 
Z.  G.  Simmons,  Alexander  Mitchell,  J.  J.  Williams,  G.  A.  Thomp- 
son, J.  J.  R.  Pease,  John  H.  Hersey,  of  Wisconsin  ;  Henry  A.  Smith, 
Sherman  Finch,  William  Mitchell,  R.  F.  Crowell,  L.  F.  Hubbard, 
E.  F.  Drake,  of  Minnesota ;  Lyman  Cook,  Piatt  Smith,  Jacob  But- 
ler, Henry  I.  Reid,  Hoyt  Sherman,  of  Iowa ;  William  G.  Brown- 
low,  of  Tennessee ;  Thomas  0.  Fletcher,  B.  R.  Bonner,  John  M. 
Richardson,  Emil  Pretorious,  E.  W.  Fox,>  R.  J.  McElheny,  Charles 
H.  Howland,  Madison  Miller,  George  W.  Fishback,  T.  J.  Hubbard, 
George  Knapp,  Charles  K.  Dickson,  A.  G.  Braun,  G.  L.  Hewitt,  P. 
A.  Thompson,  James  W.  Thomas,  Charles  E.  Moss,  Edward  Walsh, 
A.  R.  Easton,  Truman  J.  Horner,  J.  B.  Eads,  D.  R.  Garrison,  W.  A. 
Kayser,  George  P,  Robinson,  of  Missouri ;  Thomas  E.  Bramlette, 
Benjamin  Gratz,  C.  E.  Warren,  Lazarus  W.  Powell,  John  Mason 

corporators.  Brown,  Joshua  Speed,  of  Kentucky ;  Solon  Thatcher,  Jacob  Stotter, 
William  B.  Edwards,  James  G.  Blunt,  Robert  McBratney,  of  Kan- 
sas ;  Harrison  Hagaus,  James  Cook,  Robert  Crangle,  Benjamin  H. 
Smith,  of  West  Virginia ;  Lorenzo  Sherwood,  A.  J.  Hamilton,  of 


51 

Texas ;  William  Gilpin,  Henry  C.  Leach,  of  Colorado  ;  Phineas  Ban- 
ning, Timothy  G.  Phelps,  William  B.  Carr,  Edward  F.  Beale,  Fred. 
F.  Low,  Benj.  B.  Bedding,  B.  W.  Hathaway,  Leonidas  Haskell, 
Frederick  Billings,  of  California  ;  W.  S.  Ladd,  J.  B.  Moores,  Walter 
Monteith,  John  Kelley,  B.  F.  Dowell,  of  Oregon  ;  James  L.  John- 
son, Henry  Connelly,  Franciscns  Perea,  of  New  Mexico ;  J.  H. 
Mills,  A.  P.  K.  Safford,  E.  S.  Davis,  of  Nevada;  King  S.  Woolsey, 
William  H.  Hardy,  Coles  Bashford,  of  Arizona;  Henry  D.  Cooke, 
of  the  District  of  Columbia;  and  all  such  other  persons  who  shall 
or  may  be  associated  with   them,  and  their  successors,  are  hereby 
created  and  erected  into  a  body  corporate  and  politic,  in  deed  and 
in  law,  by  the  name,  style,  and  title  of  the  "  Atlantic  and  Pacific  Po?atk>n,°&c?or" 
Railroad  Company,"  and  by  that  name  shall  have  perpetual  suc- 
cession, and  shall  be  able  to  sue  and  be  sued,  plead  and  be  implead- 
ed, defend  and  be  defended,  in  all  Courts  of  law  and  equity  within 
the  United  States,  and  may  make  and  have  a  common  seal.    And  geal 
said  corporation  is  hereby  authorized  and  empowered  to  lay  out, 
locate  and  construct,  furnish,  maintain  and  enjoy  a  continuous 
railroad  and  telegraph  line,  with  the  appurtenances,  namely :  Be- 
gining  at  or  near  the  town   of  Springfield,  in  the  State  of  Mis- 
souri, thence  to  the  western  boundary  line  of  said  State,  and  thence  may  locate  and 
by  the  most  eligible  railroad  route  as  shall  be  determined  by  said  road  and  teie- 
company,  to  a  point  on  the  Canadian  river,  thence  to  the  town  of  grap    me* 
Albuquerque,  on  the  River  del  Norte,  and  thence  by  way  of  the 
Agua  Frio,  or  other  suitable  pass,  to  the  head-waters  of  the  Colora-     Termini  and 
do  Chiquito,  and  thence  along  the  thirty-fifth  parallel  of  latitude, 
as  near  as  may  be  found  most  suitable  for  a  railway  route,  to  the 
Colorado  river,  at  such  point  as  may  be  selected  by  said  company 
for  crossing ;  thence  by  the  most  practicable  and  eligible  route  to 
the  Pacific.     The  said  company  shall  have  the  right  to  construct  a 
branch  from  the  point  at  which  the  road  strikes  the  Canadian  river  wardfy  °5ea?ato 
eastwardly,  along  the  most  suitable  route  as  selected,  to  a  point  in  kansasUren'  Ax' 
the  western  boundary  line  of  Arkansas,  at  or  near  the  town  of 
Van  Buren.    And  the  said  company  is  hereby  vested  with  all  the  privn0egesS  and 
powers,  privileges  and  immunities  necessary  to  carry  into  effect 
the  purposes  of  this  act,  as  herein  set  forth.     The  capital  stock  of  Capital8tock 
said  company  shall  consist  of  one  million  shares  of  one  hundred 
dollars  each,  which  shall  in  all  respects  be  deemed  personal  pro- 
perty, and  shall  be  transferable  in  such  manner  as  the  laws  of 
said  corporation  shall  provide.     The  persons  hereinbefore  named  a  Persons   b3- 

•  -i  ••  -it      -ni  -i-iTi-i-n  i    tore  named   ap- 

are  hereby  appointed  commissioners,  and  shall  be  called  the  Board  pointed  Board  of 


52 

commissioners.  0f  Commissioners  of  the  "  Atlantic  and  Pacific  Railroad  Company," 
Quorum.  an£  fifteen  shall  constitute  a  quorum  for  the  transaction  of  busi- 

o/commfssion^  ness*     ^ie  ^rs^  mee^ng  °f  said  board  of  commissioners  shall  be 
ers-  held  at  the  Turner  Hall,  in  the  city  of  St.  Louis,  on  the  first  day 

of  October,  anno  Domini  eighteen  hundred  and  sixty-six,  or  at 
such  time  within  three  months  thereafter  as  any  ten  commissioners 
Notice.  herein  named  from  Missouri  shall  appoint,  notice  of  which  shall  be 

given  by  them  to  the  other  commissioners  by  publishing  said  notice 
in  at  least  one  daily  newspaper  in  the  cities  of  Boston,  New  York, 
Cincinnati,  Saint  Louis,  Memphis  and  Nashville,  once  a  week,  for 
organization  at  least  four  weeks  previous  to  the  day  of  meeting.     Said  board 
offloerJT1   and  snall  organize  by  the  choice  from  its  number  of  a  president,  vice, 
president,  secretary  and  treasurer,  and  they  shall  require  from  said 
givebonds?r  t0  treasurer  such  bonds  as  may  be  deemed  proper,  and  may  from  time 
to  time  increase  the  amount  thereof,  as  they  may  deem  proper. 
swornetarytobe  ^ke  secretary  snall  be  sworn  to  the  faithful  performance  of  his  du- 
ties, and  such  oath  shall  be  entered  upon  the  records  of  the  com- 
pany, signed  by  him,  and  the  oath  verified  thereon.     The  president 
and  secretary  of  said  boards  shall,  in  like  manner  call  all  other 
other  meetings,  meetings,  naming  the  time  and  place  thereof.    It  shall  be  the  duty 

how  called.  «.■,-,«  ..  , 

of  said  board  of  commissioners  to  open  books,  or  cause  books  to 
to  open  books  be  opened,  at  such  times  and  in  such  principal  cities  or  other  places 
tions  to8sto8ck!P*  in  the  United  States  as  they  or  a  quorum  of  them  shall  determine, 
within  twelve  months  after  the  passage  of  this  act,  to  receive  sub- 
scriptions to  the  capital  stock  of  said  corporation,  and  a  cash  pay- 
ment of  ten  per  centum  on  all  subscriptions,  and  to  receipt  there- 
when  and  how  f°r-     S°  soon  as  ten  thousand  shares  shall  in  good  faith  be  sub- 
BubBcribers8  to  scribed  for,  and  ten  dollars  pjer  share  actually  paid  into  the  treas- 
stock  to  be  caii-  urv  0f  ^he  company,  the  said  president  and  secretary  of  said  board 
of  commissioners  shall  appoint  a  time  and  place  for  the  first  meet- 
ing of  the  subscribers  to  the  stock  of  said  company,  and  shall  give 
notice  thereof  in  at  least  one  newspaper  in  each  State  in  which 
subscription  books  have  been  opened,  at  least  fifteen  days  previous 
to  the  day  of  meeting,  and  such  subscribers  as  shall  attend  the  meet- 
ing so  called,  either  in  person  or  by  lawful  proxy,  then  and  there 
Directors.  shall  elect,  by  ballot,  thirteen  directors  for  said  corporation  ;  and 

in  such  election  each  share  of  said  capital,  stock  shall  entitle  the 
have  a  vote.       owner  thereof  to  one  vote.    The  president  and  secretary  of  the 
board  of  commissioners,  and  in  case  of  their  absence  or  inability, 
Election0.  °rs  °  any  two  of  the  officers  of  said  board,  shall  act  as  inspectors  of  said 
election,  and  shall  certify,  under  their  hands,  the  names  of  the  di- 


5a 

rectors  elected  at  said   meeting.     And   the   said  commissioners,   commissioners 
treasurer  and  secretary  shall  then  deliver  over  to  said  directors  all  Dhediorl^aii*0 
the  moneys,  property,  subscription  books  and  other  books  in  their  mc°?eandb  their 
possession,   and  thereupon  the  duties  of  said  commissioners  and  duties  t0  cea8e* 
the  officers  previously  appointed  by  them  shall  cease  and  deter- 
mine forever,  and  thereafter  the  stockholders  shall  constitute  said 
body  politic  and  corporate.    Annual  meetings  of  the  stockholders    Annual  meet 
of  the  said  corporation  for  the  choice  of  officers   (when  thev  are  to  in«8  of  CorP°- 

i  .  ration. 

be  chosen)  and  for  the  transaction  of  business,  shall  be  holden  at 
such  time  and  place,  and  upon  such  notice  as  may  be  prescribed  in 
the  by-laws. 

Sec.  2.  And  he  it  further  enacted,  That  the  right  of  way  through     Eight  of  way 
the  public  lands  be,  and  the.  same  is  hereby  granted  to  the  said  public lands"?* 
Atlantic  and  Pacific  Railroad  Company,  its  successors  and  assigns,  rmtiroad  10and° 
for  the  construction  of  a  railroad  and  telegraph  as  proposed ;  and  telegrapb- 
the  right,  power  and  authority  is  hereby  given  to  said  corporation 
to  take  from  the  public  lands   adjacent  to   the   line   of  said  road 
material  of  earth,  stone,  timber,  and  so  forth,  for  the  construction  Sctiou!010011" 
thereof.     Said  way   is  granted   to   said  railroad  to  the  extent  of  Extent  of  grant 
one  hundred  feet  in  width  on  each  side  of  said  railroad  where  it  may  of  right  of  way. 
pass  through  the  public  domain,  including  all  necessary  grounds 
for  station  buildings,  workshops,  depots,  machine  shops,  switches, 
side-tracks,  turn-tables  and  water  stations ;  and  the  right  of  way     fcJ  V4    • 

7  t  &  •»       Right  of  way 

shall  be  exempt  from  taxation  within  the  territories  of  the  United  exempt    from 

taxation. 

States.     The  United  States  shall  extinguish,  as  rapidly  as  may  be 

consistent  with  public  policy  and  the  welfare  of  the  Indians,  and 

only  by  their  voluntary  cession,  the  Indian  title  to  all  lands  falling  be  extinguished 

under  the  operation  of  this  act  and  acquired  in  the  donation  to  the 

road  named  in  the  act. 

Sec.  3.  And  be  it  further  enacted,  That  there  be,  and  hereby  is     public  lands 
granted  to  the  Atlantic  and  Pacific  Railroad  Company,  its  succes-  corporation  *to 
sors  and  assigns,  for  the  purpose  of  aiding  in  the  construction  of  JtrucSon^of  rS- 
said  railroad  and  telegraph  line  to  the  Pacific  coast,  and  to   secure  g°aphand  tele" 
the  safe  and  speedy  transportation  of  the  mails,  troops,  munitions 
of  war  and  public  stores,  over  the  route  of  said  line  of  railway  and 
its  branches,  every  alternate  section  of  public  land,  not  mineral, 
designated  by  odd  numbers,  to  the  amount  of  twenty  alternate  sec- 
tions per  mile,  on  each  side  of  said  railroad  line,  as  said  company 
may  adopt,  through  the  Territories  of  the  United  States,  and  ten 
alternate  sections  of  land  per  mile  on  each  side  of  said  railroad 


u 

whenever  it  passes  through  any  State,  and  whenever,  on  the  line 
thereof,  the  United  States  have  full  title,  not  reserved,  sold, 
granted,  or  otherwise  appropriated,  and  free  from  preemption  or 
other  claims  or  rights,  at  the  time  the  line  of  said  road  is  desig- 
nated by  a  plat  thereof,  filed  in  the  office  of  the  commissioner  of 
if  any  of  grant-  the  General  Land  Office,  and  whenever,  prior  to  said  time,  anv  of 

ed     lands   have        .  '  7  L  >        J 

been  sold  or  re-  said  sections  or  parts  of  sections  shall  have  been  granted,  sold,  re- 
served,    &c.,  ,     r  -I 

other  lands  may  served,  occupied  by  homestead  settlers,  or  preempted,  or  otherwise 

lieu  thereof.       disposed  of,  other  lands  shall  be  selected  by  said  company  in  lieu 

thereof,  under  the  direction  of  the  Secretary  of  the  Interior,  in 

alternate  sections,  and  designated  by  odd  numbers,  not  more  than 

ten  miles  beyond  the  limits  of  said  alternate  sections,  and  not  in- 

ifroute  is  found  eluding  the  reserved  numbers  :   Provided,  that  if  said  route  shall 

llne'of  any  other  be  found  upon  the  line  of  any  other  railroad  route,  to  aid  in  the 

lauds  iave^en  construction  of  which  lands  have  been  heretofore  granted  by  the 

frfOTm'er^raSt  United  States,  as  far  as  the  routes  are  upon  the  same  general  line, 

to  be  deducted,  j.ne  am0uut  of  land  heretofore  granted  shall  be  deducted  from  the 

pr?vkms  harLn?  araounk  granted  by  this  act :  Provided  further,  That  the  railroad 

™ayunTtsign  th'  comPany  receiving  the  previous  grant  of  land  may  assign  their  in- 

tMs  company,    terest  to  said  "Atlantic  and  Pacific  Railroad  Company,"  or  may 

consolidate,  confederate  and   associate  with  said  company    upon 

the  terms  named  in  the  first  and  seventeenth  sections  of  this  act; 

Mineral  lands  Provided  further,  That  all  mineral  lands  be,  and  the  same  are 

operation  of  this  hereby,  excluded  from  the  operations  of  this  act,  and  in  lieu  thereof 

a  like  quantity  of  unoccupied  and  unappropriated  agricultural  lands 

in  odd-numbered  sections  nearest  to  the  line  of  said  road,  and  within 

twenty  miles  thereof,  may  be  selected  as  above  provided ;  And  pro- 

SS'^ot'toiS"  vided  further,  That  the  word  "mineral,"  when  it  occurs  in  this  act, 

coUai »  "  ir°n  °r  saa^  n°t  be  held  to  include  iron  or  coal;  And  provided  further, 

beNdr?wnefrom  That  no  money  shall  be  drawn  from  the  treasury  of  the  United 

treasury  to  aid  states  to  aid  in  the  construction  of  the  said  "  Atlantic  and  Pacific 

in    construction 

of  this  road.       Railroad." 

L  a      Sec.  4.  And  be  it  further  enacted,  That  whenever  said  Atlantic 

Upon  report  of  •'  \ 

commissioners,  and  Pacific  Railroad  Company  shall  have  twenty-five  consecutive 

under  oath,  that  .  ».,.-,  -,  -,    ,    i  it  -i/» 

twenty-five  con-  miles  of  any  portion  of  said  railroad  and  telegraph  line  ready  tor 
are  completed,  the  service  contemplated,  the  President  of  the  United  States  shall 
?ernSiiu80iand8  appoint -three  commissioners  to  examine  the  same,  who  shall  be 

to  issue  to  Com-         ...  ,  n  .       n     ■  .  .       ,-. 

pany;  paid  a  reasonable  compensation  for  their  services  by  the  company, 

to  be  determined  by  the  Secretary  of  the  Interior ;  and  if  it  shall 
appear  that  twenty-five  consecutive  miles  of  said  road  and  tele- 


55 

graph  line  have  been  completed  in  a  good,  substantial  and  work- 
manlike manner,  as  in  all  other  respects  required  by  this  act,  the 
commissioners  shall  so  report  under  oath,  to  the  President  of  the 
United  States,  and  patents  of  lands,  as  aforesaid,  shall  be  issued 
to  said  company,  confirming  to  said  company  the  right  and  title  to 
said  lands  situated  opposite  to  and  coterminous  with  said  completed 
section  of  said  road.   And  from  time  to  time,  whenever  twenty-five  Ami  so  as  to  any 
additional  consecutive  miles    shall   have    been  constructed,  com-  ^consecutive 
pleted,  and  in  readiness  as  aforesaid,  and  verified  by  said  commis-  mil(38' 
sioners  to  the  President  of  the  United  States,  then  patents  shall 
be  issued  to  said  company  conveying  the  additional  sections  of  land 
as  aforesaid,  and  so  on  as  fast  as  every  twenty-five  miles  of  said 
road  is  completed  as  aforesaid. 

Sec.  5.  Andhe  it  further  enacted,  That  said  Atlantic  and  Pacific     Railroad  how 
Railroad  shall  be  constructed  in  a  substantial  and  workmanlike  t(\  be  construct- 
manner, with  all  the  necessary  draws,  culverts,  bridges,  viaducts, 
crossings,  turnouts,  stations  and  watering  places,  and  all  other 
appurtenances,  including  furniture  and  rolling  stock,  equal  in  all 
respects  to  railroads  of  the  first  class  when  prepared  for  business, 
with  rails  of  the  best  quality,  manufactured  from  American  iron.  Ra:ls* 
And  a  uniform  gauge  shall  be  established  throughout  the  entire  Gauge, 
length  of  the  road.     And  there   shall  be  constructed  a  telegraph  Telegraph  line, 
line,  of  the  most  substantial  and  approved  description,  to  be  oper-  rates  for  service. 
ated  along  the  entire  line ;  Provided,  That  the  said  company  shall 
not  charge  the  government  higher  rates  than  they  do  individuals 
for  like  transportation  and  telegraphic  service.     And  it  shall  be  the 
duty  of  the  Atlantic  and  Pacific  Railroad  Company  to  permit  any 
other  railroad  which  shall  be  authorized  to  be  built  by  the  United    other  railroads 
States,  or  by  the  Legislature  of  any  Territory  or  State  in  which  the  nmg      oonnec 

I?       •*        i    A     i       t  •  J>  -xi      -J.  x.-       tiOllH  with  it. 

same  may  be  situated,  to  form  running  connections  with  it,  on  fair 
and  equitable  terms. 

Sec.  6.  A  nd  he  it  further  enacted,  That  the  President  of  the  United    Lands  on  both 
States  shall  cause  the  lands  to  be  surveyed  for  forty  miles  in  width  Jjjg  *&%&. 
on  both  sides  of  the  entire  line  of  said  road  after  the  general  route  road- 
shall  be  fixed,  and  as  fast  as  may  be  required  by  the  construction  of     0dd  gections 
said  railroad:  and  the  odd  sections  of  land  hereby  granted  shall  not  not  liable  to  sale 

7  J  °  or  entry  or  pre- 

be  liable  to  sale  or  entry,  or  preemption,  before  or  after  they  are  emption. 
surveyed,  except  by  said  company,  as  provided  in  this  act;  but  the 
provisions  of  the  act  of  September,  eighteen  hundred  and  forty-     Provisions  of 
one,  granting  preemption  rights,  and  the  acts  amendatory  thereof,  and  homestead 


56 

acts  extended  to  and  of  the  act  entitled  "An  act  to  secure  homesteads  to  actual  set- 
toed,  Mtt/oh.  tiers  on  the  public  domain,"  approved  May  tweuty,  eighteen  hun- 
v!'  l}%5, 18621;  dred  and  sixty-two,  shall  be,  and  the  same  are  hereby,  extended  to 
xri,  pfm VoL  aU  other  lands  on  the  line  of  said  road  when  surveyed,  excepting 
those  hereby  granted  to  said  company. 

Sec.  7.  And  be  it  further  enacted,  That  the  said  Atlantic  and 
Pacific  Railroad  Company  be,  and  is  hereby,  authorized  and  em- 
powered to  enter  upon,  purchase,  take  and  hold  any  lands  or  prem- 
takemS?ySd  ^ses  tnafc  may  De  necessary  and  proper  for  the  construction  and 
working1  of  roS!  working  0I>  said  road,  not  exceeding  in  width  one  hundred  feet  on 
width.  each  side  0f  the  line  of  its  railroad,  unless  a  greater  width  be  re- 

Lands  for  sta-  °lu^red  f°r  ^ne  Purpose  of  excavation  or  embankment ;  and  also 
tions.  any  lands  or  premises  that  may  be  necessary  and  proper  for  turn- 

outs, standing  places  for  cars,  depots,  station-houses,  or  any  other 
structures  required  in  the  construction  and  working  of  said  road 
Tree8.  And  the  said  company  shall  have  the  right  to  cut  and  remove  trees 

and  other  material  that  might,  by  falling,  encumber  its  road-bed, 
though  standing  or  being  more  than  two  hundred  feet  from  the  Hue 
of  said  road.  And  in  case  the  owner  of  such  lands  or  premises 
and  the  said  company  cannot  agree  as  to  the  value  of  the  premises 
^Damages,how  taken,  or  to  be  taken,  for  the  use  of  said  road,  the  value  thereof 
mined.  shaii  be  determined  by  the  appraisal  of  three  disinterested  com- 

missioners, who  may  be  appointed  upon  application  by  either  party 
to  any  court  of  record  in  any  of  the  Territories  in  which  the  lands 
or  premises  to  be  taken  lie ;  and  said  commissioners,  in  their  as- 
sessment of  damages,  shall  appraise  such  premises  at  what  would 
have  been  the  value  thereof  if  the  road  had  not  been  built.    And 

When  lauds  are  . 

to  be  deemed  upon  return  into  court  of  such  appraisement,  and  upon  the  pay- 
company,         ment  into  the  same  of  the  estimated  value  of  the  premises  taken 
for  the  use  and  benefit  of  the  owner  thereof,  said  premises  shall 
be  deemed  to  be  taken  by  said  company,  which  shall  thereby  ac- 
quire full  title  to  the  same  for  the  purposes  aforesaid.    And  either 
Appeal  to  a  Party  feeling  aggrieved  at  said  appraisement  may,  within   thirty 
^ury-  days  after  the  same  has  been  returned  into  court,  file  an  appeal 

therefrom,  and  demand  a  jury  of  twelve  men  to  estimate  the  dam- 
age sustained ;  but  such  appeal  shall  not  interfere  with  the  rights 
of  said  company  to  enter  upon  the  premises  taken,  or  to  do  any  act 
L   necessary  and  proper  in  the  construction  of  its  road.     And  said 

Appellant    to  J  r      r         ,  . 

give  bonds.        party  appealing  shall  give  bonds,  with  sufficient  surety  or  sureties, 
for  the  payment  of  any  cost  that  may  arise  upon  such  appeal;  and 


57 

in  case  the  party  appealing  does  not  obtain  a  verdict  more  favor- 
able, such  party  shall  pay  the  whole  cost  incurred  by  the  appellee,  CostG" 
as  well  as  his  own,  and  the  payment  into  court,  for  the  use  of  the  coSTo?1^  iSS 
owner  of  said  premises  taken,  at  a  sum  equal  to  that  finally  awarded,  ^ard  *t    fin&t 
shall  be  held  to  vest  in  said  company  the  title  of  said  land,  and  *itle  of  land  in 

.  *       •  7  Company. 

the  right  to  use  and  occupy  the  same  for  the  construction,  main- 
tenance and  operation  of  said  road.  And  in  case  any  of  the  lands 
to  be  taken  as  aforesaid,  shall  be  held  by  an  infant,  feme  covert 
non  compos,  insane  person,  or  persons  residing  without  the  Terri- 
tory within  which  the  lands  to  be  taken  lie,  or  persons  subjected  to  Proceedings 
any  legal  disability,  the  court  may  appoint  a  guardian,  for  any  party  taken  are  held 

,  j.  -..n       ■•  .  ,  ,     „   by  persons  un- 

under  any  disqualification,  to  appear  in  proper  person,  who  shall  der  disability. 
give  bonds,  with  sufficient  surety  or  sureties,  for  the  proper  and 
faithful  execution  of  his  trust,  and  who  may  represent  in  court  the 
person  disqualified,  as  aforesaid,  from  appearing,  when  the  same 
proceedings  shall  be  had  in  reference  to  the  appraisement  of  the 
premises  to  be  taken  for  the  use  of  said  company,  and  with  the 
same  effect  as  has  been  already  described;    and  the  title  of  the 
company  to  the  lands  taken  by  virtue  of  this  act  shall  not  be  affected 
or  impaired  by  reason  of  any  failure  by  any  guardian  to  discharge 
faithfully  his  trust.    And  in  case  any  party  shall  have  a  right  or       pr0Ceedin  s 
claim  to  any  land  for  a  term  of  years,  or  any  interest  therein,  in  Jjore  tthh6ei^rd" 
possession,  reversion  or  remainder,  the  value  of  any  such  estate  is  for  a  tenu  of 
less  than  a  fee  simple,  shall  be  estimated  and  determined  in  the  wner°  lands  are 
manner  hereinbefore  set  forth.    And  in  case  it  shall  be  necessary  without   aPPar- 
for  the  company  to  enter  upon  any  lands  which  are  unoccupied, 
and  of  which  there  is  no  apparent  owner  or  claimant,  it  may  pro- 
ceed to  take  and  use  the  same  for  the  purposes  of  said  railroad, 
and  may  institute  proceedings,  in  manner  described,  for  the  purpose 
of  ascertaining  the  value  of,  and  of  acquiring  a  title  to,  the  same; 
but  the  judge  of  the  court  hearing  said  suit  shall  determine  the 
kinds  of  notice  to  be  served  on  such  owner  or  owners,  and  he  may 
in  his  discretion  appoint  an  agent  or  guardian  to  represent  such 
owner  or  owners  in  case  of  his  or  their  incapacity  or  non-appear- 
ance.   But  in  case  no  claimant  shall  appear  within  six  years  from 
the  time  of  the  opening  of  said  road  across  any  land,  all  claims  to 
damages  against  said  company  shall  be  barred. 

Sec.  8.  And  be  it  further  enacted,  That  each  and  every  grant, 
right  and  privilege  herein  are  so  made  and  given  to  and  accepted  priSg^ofSSta 
by  said  Atlantic  and  Pacific  Railroad  Company,  upon  and  subject  act  are  granted 
8 


58 

and    accepted,  to  the  following  conditions,  namely :  That  the  said  company  shall 
upon  conditions  commence  the  work  on  said  road  within  two  years  from  the  ap- 
bT'eommemoftd  Proval  of  this  act  by  the  President,  and  shall  complete  not  less  than 
pieted.hen  com"  ^^7  miles  Per  year  after  the  second  year,  and  shall  construct, 
equip,  furnish  and  complete  the  main  line  of  the  whole  road  by  the 
fourth  day  of  July,  anno  Domini  eighteen  hundred  and  seventy- 
eight. 


If  conditions 


Sec.  9.  And  be  it  further  enacted,  That  the  United  States  make 
are  broken,  and  the  several  conditional  grants  herein,  and  that  the  said  Atlantic 

continue  so  one  ^ 

year,  the  united  and  Pacific  Kailroad  Company  accept  the  same,  upon  the  further 

States  may  com-  _...         n      .    .,   ,,  .  .r       J  r      _  ,         *.       „   , , 

piete  the  road,  condition  that  if  the  said  company  make  any  breach  of  the  condi- 
tions hereof,  and  allow  the  same  to  continue  for  upwards  of  one 
year,  then,  in  such  case,  at  any  time  hereafter,  the  United  States 
may  do  any  and  all  acts  and  things  which  may  be  needful  and 
necessary  to  insure  a  speedy  completion  of  the  said  road. 

Sec.  10.  And  be  it  further  enacted,  That  all  people  of  the  United 

scribe  S stock?"  states  snaU  have  the  right  to  subscribe  to  the  stock  of  the  Atlantic 

and  Pacific  Railroad  Company  until  the  whole  capital  named  in 

this  act  of  incorporation  is  taken  up  by  complying  with  the  terms 

of  subscription. 

Sec.  11.  And  be  it  further  enacted,  That  said  Atlantic  and  Pa- 

Raiiroadtobe  cific  railroad,  or  any  part  thereof,  shall  be  a  post  route  and 

military  road,     military  road,  subject  to  the  use  of  the  United  States  for  postal, 

military,  naval  and  all  other  government  service,  and  also  subject 

charges  for  gov-  to  such  regulations  as  Congress  may  impose  restricting  the  charges 

porEn. trans"  for  such  government  transportation. 

Aoce  tance  of      ^ec.  ^#  ^nd  be  it  further  enacted,  That  the  acceptance  of  the 
these  conditions  terms,  conditions  and  impositions  of  this  act  by  the  said  Atlantic 

by       Company  '  A  •* 

to  be  in  writing,  an(j  Pacific  Railroad  Company  shall  be  signified  in  writing  under 

and  within  two 

years.  the  corporate  seal  of  said  company,  duly  executed  pursuant  to  the 

direction  of  its  board  of  directors  first  had  and  obtained,  which  ac- 
ceptance shall  be  made  within  two  years  after  the  passage  of  this 
act,  and  not  afterwards,  and  shall  be  deposited  in  the  office  of  the 
Secretary  of  the  Interior. 

Sec.  13.  And  be  it  further  enacted,  That  the  directors  of  said 
Annual  repcrt.    company  shall  make  and  publish  an  annual  report  of  their  proceed- 
ings and  expenditures,  verified  by  the  affi davits  of  the  president  and 
at  least  six  of  the  directors,  a  copy  of  which  shall  be  deposited  in 


the  office  of  said  Secretary  of  the  Interior,  and  they  shall,  from     Rates  of  fare, 
time   to   time,  fix,  determine   and   regulate  the  fares,  tolls  and 
charges  to  be  received  and  paid  for  transportation  of  persons  and 
property  on  said  road  or  any  part  thereof. 

Sec.  14.  And  he  it  further  enacted.  That  the  directors  chosen  in 
pursuance  of  the  first  section  of  this  act  shall,  so  soon  as  may  be     President  and 
after  their  election,  elect  from  their  own  number  a  president  and 
vice-president;   and  said  board  of  directors  shall,  from  time  to 
time,  and  so  soon  as  may  be  after  their  election,  choose  a  treasurer    Treasurer  and 

SccrGtarv 

and  secretary,  who  shall  hold  their  offices  at  the  will  and  pleasure 

of  the  board  of  directors.    The  treasurer  and  secretary  shall  give 

such  bonds,  with  such  security  as  the  said  board  from  time  to  time 

may  require.     The  secretary  shall,  before  entering  upon  his  duty, 

be  sworn  to  the  faithful  discharge  thereof,  and  said  oath  shall  be    secretary  to  be 

made  a  matter  of  record  upon  the  books  of  said  corporation.    No  8worn' 

person  shall  be  a  director  of  said  company  unless  he  shall  be  a     who  may  not 

stockholder,  and  qualified  to  vote  for  directors  at  the  election  at  be  a  Director- 

which  he  shall  be  chosen. 

Sec.  15.  And  be  it  further  enacted,  That  the  president,  vice-presi- 
dent and  directors  shall  hold  their  offices  for  the  period  indicated     Term  of  office 
in  the  by-laws  of  said  company,  not  exceeding  three  years,  respec-  v'oe-prelident!' 
tively,  and  until  others  are  chosen  in  their  place  and  qualified.    In  and  Directors- 
case  it  shall  so  happen  that  an  election  of  directors  shall  not  be   ifDirectorsare 
made  on  any  day  appointed  by  the  by-laws  of  said  company,  the  g£*  Pointed 
corporation  shall  not  for  that  excuse  be  deemed  to  be  dissolved,  byby-iaws. 
but  such  election  may  be  holden  on  any  day  which  shall  be  ap- 
pointed by  the  directors.     The  directors,  of  whom  seven,  including    Powers  of  Di- 
the  president,  shall  be  a  quorum  for  the  transaction  of  business, 
shall  have  full  power  to  make  and  prescribe  such  by-laws,  rules  and 
regulations  as  they  shall  deem  needful  and  proper  touching  the    y" 
disposition  and  management   of  the   stock,  property,  estate  and 
effects  of  the  company,  the  transfer  of  shares,  the  duties  and  con- 
duct of  their  officers  and  servants,  touching  the  election  and  meet- 
ing of  the  directors,  and  all  matters  whatsoever  which  may  appertain 
to  the  concerns  of  said  company;  and  the  said  board  of  directors 
may  have  full  power  to  fill  any  vacancy  or  vacancies  that  may  occur  vacancies, 
from  any  cause  or  causes  from  time  to  time  in  their  said  board. 
And  the  said  board  of  directors  shall  have  power  to  appoint  such 
engineers,  agents  and  subordinates  as  may  from  time  to  time  be 
necessary  to  carry  into  effect  the  object  of  the  company,  and  to  do  agents,  &c! 


60 

all  acts  and  things  touching  the  location  and  construction  of  said 
road. 

JuTscrlptioBs  to      Sec.  16.  And  be  it  further  enacted,  That  it  shall  be  lawful  for  the 
Baiancde,inwhaen"  directors  of  said  company  to  require  payment  of  the  sum  of  ten  per 
to  be  paid.         centum  cash  assessment  upon  all  subscriptions  received  of  all  sub- 
scribers, and  the  balance  thereof  at  such  times  and  in  such  propor- 
tions and  on  such  conditions  as  they  shall  deem  to  be  necessary  to 
complete  the  said  road  and  telegraph  lines  within  the  time  in  this 
act  prescribed.     Sixty  days  previous  notice  shall  be  given  of  the 
i  payments  required,  and  of  the  time  and  place  of  payment,  by  pub- 

payments  are     lishing  a  notice  once  a  week  in  one  daily  newspaper  in  each  of  the 
cities  of  Boston,  New  York,  Cincinnati,  Saint  Louis,  Memphis  and 
neglect  to  pay,  Nashville,  and  in  case  any  stockholder  shall  neglect  or  refuse  to 
vious  payments  pay,  in  pursuance  of  such  notice,  the  stock  held  by  such  person 
shall  be  forfeited  absolutely  to  the  use  of  the  company,  and  also 
any  payment  or  payments  that  shall  have  been  made  on  account 
thereof,  subject  to  the  condition  that  the  board  of  directors  may 
Redemption,    allow  the  redemption  on  such  terms  as  they  may  prescribe. 

Sec.  17.  And  be  it  further  enacted,  That  the  said  company  is  au- 
acSS^nYSoid  thorized  to  accept  to  its  own  use  any  grant,  donation,  loan,  power, 
aid  &c.nt' loan'  franchise,  aid,  or  assistance  which  may  be  granted  to  or  conferred 
on  said  company  by  the  Congress  of  the  United  States,  by  the  Leg- 
islature of  any  State,  or  by  any  corporation,  person  or  persons,  or 
by  any  Indian  tribe  or  nation  through  whose  reservation  the  road 
herein  provided  for  may  pass;  and  said  corporation  is  authorized 
to  hold  and  enjoy  any  such  grant,  donation,  loan,  power,  franchise, 
Grant  from  any  aid  or  assistance,  to  its  own  use,  for  the  purpose  aforesaid :  Pro- 

Indian  tribe  to  mi  . 

be  subject  to  the  viaed,  lnat  any  such  grant  or  donation,  power,  aid  or  assistance 
pXTeVof  the  from  any  Indian  tribe  or  nation  shall  be  subject  to  the  approval  of 
united  states.     the  President  of  the  Tjnited  States. 

southern  Sec.  18.  And  be  it  further  enacted,  That  the  Southern  Pacific 

Pacific  R.  R.  Co.   -r,    .1  t 

may  connect      Kailroad,  a  company  incorporated  under  the  laws  of  the  State  of 

with  the  Atlan-    ~    ,.«  .      ,  .  ,,        .       ,   .  .,, 

tic  and  Pacific  California,  is  hereby  authorized  to  connect  with  the  said  Atlantic 
roa  '  and  Pacific  Railroad,  formed  under  this  act,  at  such  point,  near  the 

nection.0   9aa'  boundary  line  of  the  State  of  California,  as  they  shall  deem  most 
suitable  for  a  railroad  line  to  San  Francisco,  and  shall  have  a  uni- 
Gauge  and  rates  form  gauge  and  rate  of  freight  or  fare  with  said  road ;  and  in  con- 
offare.  sideration  thereof,  to  aid  in  its  construction,  shall  have  similar 

lif*7  JSSJ^Sf  grants  of  land,  subject  to  all  the  conditions  and  limitations  herein 
Sms.  °n    like  provided,  and  shall  be  required  to  construct  its  road  on  the  like 


61 

regulations,  as  to  time  and  manner,  with  the  Atlantic  and  Pacific 
Railroad  herein  provided  for. 

Sec.  19.  And  be  it  further  enacted,  That  unless  the  said  Atlantic    This  Act  to  be 

J  void,  unless,  &c. 

and  Pacific  Railroad  Company  shall  obtain  bona  fide  subscriptions 
to  the  stock  of  said  company  to  the  amount  of  one  million  of  dol- 
lars, with  ten  per  centum  paid,  within  two  years  after  the  passage 
of  and  approval  of  this  act,  it  shall  be  null  and  void. 

Sec.  20.  And  be  it  further  enacted,  That  the  better  to  accomplish     Act  may  beai- 
the  object  of  this  act,  namely,  to  promote  the  public  interest  and  edLed  or  repea1' 
welfare  by  the  construction  of  said  railroad  and  telegraph  line,  and 
keeping  the  same  in  working  order,  and  to  secure  to  the  govern- 
ment at  all  times,  but  particularly  in  time  of  war,  the  use  and 
benefits  of  the  same  for  postal,  military  and  other  purposes,  Con-     * 
gress  may,  at  any  time,  having  due  regard  for  the  rights  of  said 
Atlantic  and  Pacific  Railroad  Company,  add  to,  alter,  amend  or 
repeal  this  act. 

Sec.  21.  And  be  it  further  enacted,  That  whenever,  in  any  grant   When  in  grants 

.  7  */°to  corporations, 

of  land  or  other  subsidies,  made,  or  hereafter  to  be  made  to  railroads  the        united 
or  other  corporations,  the  United  States  has  reserved  the  right,  or  the  right  to  aP- 

i     t,  .,  •     i     t         j  •  •  point    directors 

snail  reserve  it,  to  appoint  directors,  engineers,  commissioners  or  or  agents,  &c. ; 
other  agents  to  examine  said  roads,  or  act  in  conjunction  with  other  L.f  o?such?erI 
officers  of  said  company  or  companies,  all  the  costs,  charges  and  borne  "by  °the 
pay  of  said  directors,  engineers,  commissioners  or  agents  shall  be  corporatlons' 
paid  by  the  respective  companies.     Said  directors,  engineers,  com-    RateofPayto 
missioners  or  agents  shall  be  paid  for  said  services  the  sum  of  ten  such  per80ns- 
dollars  per  day,  for  each  and  every  day  actually  and  necessarily 
employed,  and  ten  cents  per  mile  for  each  and  every  mile  actually 
and   necessarily   traveled,   in   discharging  the  duties  required  of 
them,  which  per  diem  and  mileage  shall  be  in  full  compensation  "S^to^^ake 
for  said  services.     And  in  case  any  company  shall  refuse  or  neglect  8UCh  payments, 

.  J  *        J  o  no  more  patents 

to  make  such  payments,  no  more  patents  for  lands  or  other  sub-  for  lands,  &c,  to 
sidies  shall  be  issued  to  said  company  until  these  requirements  are 
complied  with. 

Approved  July  27th,  I860. 


62 

ACT    EXTENDING    TIME    OF    SOUTHERN    PACIFIC 
RAILROAD  COMPANY. 

(Approved  July  25,  1868.) 

(15  U.  S.  Statutes  at  Large,  page  187.) 
Chap.  CCXLIL 

An  Act  to  extend  the  Time  for  the  Construction  of  the  Southern 
Pacific  Railroad  in  the  State  of  California. 

Time  for  south-  Be  it  enacted  by  the  Senate  and  House  of  Representatives  of  the 
c™ of^aiifornia  United  States  of  America  in  Congress  assembled,  That  the  South- 
secCt°ontroUfCtrS  era   Pacific  Railroad   Company  of  the  State  of  California  shall, 

&c,  extended.      ingtead  of  the  timeg  nQW  fixed  by   law    for  the  constructi0n  of  the 

first  section  of  its  road  and  telegraph  line,  have  until  the  first  day 

of  July,  eighteen  hundred  and  seventy,  for  the  construction  of  the 

first  thirty  miles,  and  they  shall  be  required  to  construct  at  least 

Rent  of  road,  twenty  miles  every  year  thereafter,  and  the  whole  line  of  their 

when  to  be  bunt  road  within  the  time  now  provided  by  law. 

Approved  July  25,  1868. 


JOINT   RESOLUTION    CONCERNING   THE    SOUTHERN 

[No.  87.] 

PACIFIC  RAILROAD  OF  CALIFORNIA. 

(16  U.  S.  Statutes  at  Large,  page  382.) 

Be  it  resolved  by  the  Senate  and  House  of  Representatives  of  the 
United  States  of  America  in  Congress  assembled,  That  the  South- 
ern Pacific  Railroad   Company  of  California  may  construct  its 
southern  Pa-  roa(l  an(i  telegraph  line,  as  near  as  may  be,  on  the  route  indicated 
S?mpanyailm!!y  by  the  maP  ^e&  by  sa^  company  in  the  Department  of  the  In- 
rCad^ani   tele-  terior  on  the  third  day  of  January,  eighteen  hundred  and  sixty- 
£eProutein&c0n  seven  5  an^  uP°n  the  construction  of  each  section  of  said  road,  in 
the  manner  and   within  the  time  provided  by  law,  and  notice 
thereof  being  given  by  the  company  to   the   Secretary  of  the 
Interior,  he  shall  direct  an  examination  of  each  such  section  by 
commissioners  to  be  appointed  by  the  President,  as  provided  in 


63 

the  act  making  a  grant  of  land  to  said  company,  approved  July 
twenty-seventh,  eighteen  hundred  and  sixty-six,  and  upon  the 
report  of  the  commissioners  to  the  Secretary  of  the  Interior  that 
such  section  of  said  railroad  and  telegraph  line  has  been  con- 
structed as  required  by  law,  it  shall  be  the  duty  of  the  said 
Secretary  of  the  Interior  to  cause  patents  to  be  issued  to  said 
company  for  the  sections  of  land  coterminous  to  each  constructed 
section  reported  on  as  aforesaid,  to  the  extent  and  amount  granted  ™e 
to  said  company  by  the  said  act  of  July  twenty-seventh,  eighteen 
hundred  and  sixty-six,  expressly  saving  and  reserving  all  thexiv'P-299 
rights  of  actual  settlers,  together  with  the  other  conditions  and 
restrictions  provided  for  in  the  third  section  of  said  act. 

Approved,  June  28,  1870. 


issue,  when, 
&c,  1866,  ch. 
278,    §   18,    vol. 


SECTION  23d  OF  THE  TEXAS  PACIFIC  RAILROAD  ACT 

(Approved  March  3,  18*71.) 

(1G  U.  S.  Statutes  at  Large,  page  573-579.) 
Chap.  CXXII. 

An  Act  to  Incorporate  the  Texas  Pacific  Railroad  Company,  and 
to  aid  in  the  Construction  of  its  Road,  and  for  other  purposes. 

Be  it  enacted  by  the  Senate  and  House  of  Representatives  of  the 
United  States  of  America  in  Congress  Assembled,  dec.      *      *      * 

Sec.  23.  That,  for  the  purpose  of  connecting  the  Texas  Pacific  .southern  pa- 
Railroad  with  the  city  of  San  Francisco,  the  Southern  Pacific  Rail-  company  may 
road  Company  of  California  is  hereby  authorized  (subject  to  the  to  connect  the 

Texas       Pacific 

laws  of  California),  to  construct  a  line  of  railroad  from  a  point  at  Eaiiroad     with 
or  near  Tehachapa  Pass,  by  way  of  Los  Angeles,  to  the  Texas 
Pacific  Railroad,  at  or  near  the  Colorado  river,  with  the  same  rights, 
grants,  and  privileges,  and  subject  to  the  same  limitations,  restric- 


Proviso. 


64 

tions  and  conditions  as  were  granted  to  said  Southern  Pacific 
Railroad  Company  of  California  by  the  act  of  July  twenty-seven, 
eighteen  hundred  and  sixty-six :  Provided,  however,  That  this 
section  shall  in  no  way  affect  or  impair  the  rights,  present  or  pros- 
pective, of  the  Atlantic  and  Pacific  Railroad  Company  or  any 
other  railroad  company. 

Approved,  March  3, 1871. 


65 


ACTS    OF    THE    LEGISLATURE 

OF  THE 

STATE     OF     CALIFORNIA 

RELATIVE     TO    THE 

SOUTHERN     PACIFIC     BAILROAD     COMPANY. 


CHAP.  DXCI. 

[STATUTES  OF  CALIFORNIA.,  1865-6,  PAGE   816.] 

An  Ad  to  authorize  all  the  Counties  South  of  Santa  Clara 
County  to  aid  in  the  construction  of  the  Southern  Pacific 
Railroad. 

(Approved  April  2,  1866.) 

The  People  of  the  State  of  California,  represented  in  Senate  and 
Assembly,  do  enact  as  follows  : 

Section  1. — It  shall  be  lawful  for  the  board  of  supervisors 
of  any  county  into  or  through  which  the  Southern  Pacific  Authority  to 
Railroad  Company,  a  corporation  duly  organized  under  the  j^be!  or  sub" 
laws  of  this  State,  shall  run  their  road,  acting  in  behalf  of  the 
county,  to  donate  aid  to  such  railroad  company  in  any  sum 
not  exceeding  an  amount  equal  to  three  per  centum-  on  the  ag- 
gregate amount  of  the  taxable  property  in  such  county,  as 
9 


66 

shown  by  the  last  preceding  assessment  roll  of  the  county  ;  or 
to  subscribe  to  the  capital  stock  of  such  railroad  company  in 
any  sum  not  exceeding  an  amount  equal  to  five  per  centum  of 
the  aggregate  amount  of  the  taxable  property  of  the  county, 
as  shown  by  the  last  preceding  assessment,  as  aforesaid  :  Pro- 
vided, however,  that  the  proposition  so  to  donate  or  subscribe 
shall  have  been  first  submitted  to  and  approved  by  the  qualified 
b3Psrubm:tted  to  electors  of  said  county,  and  all  the  proceedings  in  relation 
voters.  thereto  shall  be  conducted  in  accordance  with  the  following 

provisions  of  this  act,  and  not  otherwise. 

Sec.  2. — Whenever  twenty-five  or  more  of  the  taxpayers  of 
petition     to  any  county  into  or  through  which  the  Southern  Pacific  Eail- 
sition.  road  Company  shall  run  their  road,  representing  twenty-five 

per  cent,  of  the  taxable  property  of  such  county,  shall  petition 
the  board  of  supervisors,  stating  the  fact  that  it  is  proposed 
to  run  said  railroad  into  or  through  said  county,  and  asking  the 
submission  to  the  electors  of  the  county,  the  proposition  to 
donate  aid  to  or  subscribe  for  stock  in  said  railroad  company, 
in  an  amount  to  be  named  in  said  petition,  which  amount 
shall  not  exceed  the  limit  fixed  in  the  first  section  of  this 
act,  and  stating  specifically  which  proposition  it  is  desired 
to  have  thus  submitted,  whether  to  donate  or  to  subscribe,  it 
shall  be  the  duty  of  such  board  of  supervisors,  by  proper 
order  in  that  behalf,  to  grant  such  petition,  and  to  submit  the 
proposition  so  named  to  the  electors  of  such  county. 

special  eiec-  Sec.  3. — For  that  purpose  the  board  of  supervisors  shall 
order  a  special  election  to  be  holden  throughout  the  county, 
the  polls  whereof  shall  be  open  in  the  several  precincts  or 
places  for  holding  elections  in  such  county  on  a  day  certain,  to 
be  named  by  them,  which  shall  be  not  less  than  thirty  nor 
more  than  sixty  days  from  the  date  of  such  order  or  of  the 
filing  of  such  petition,  at  which  election  the  proposition  so 
named  in  such  petition  shall  be  submitted  to  the  qualified 
electors  of  the  county  for  their  approval  or  rejection  ;  such 
board  of  supervisors  shall  cause  notice  of  such  election  and 
notice.1  of  the  proposition  to  be  voted  upon  to  be  published  in  some 

newspaper  printed  in  such  county,  if  any  be  printed  therein, 


67 

and  if  not,  then  in  some  newspaper  printed  in  an  adjoining 
county,  for  at  least  twenty  days  prior  to  such  election,  and  a 
like  notice  to  be  conspicuously  posted  at  every  place  of  open- 
ing the  polls  in  said  county,  at  least  ten  days  prior  to 
said  election ;  the  ballots  cast  at  such  election  shall  be  in  sub- 
stantially the  following  form,  viz.:  If  the  proposition  be  to 
make  a  donation,  then  such  ballots  shall  have  written  orBaiiots. 
printed  thereon  the  words  "donation   of  dollars 

(naming  the  amount)  to  the  Southern  Pacific  Kailroad  Com- 
pany ;"  if  the  proposition  be  to  subscribe  for  stock,  such  ballots 
shall  have  written  or  printed  thereon  the  words  "  subscription 
of  dollars    (naming  the   amount)   to  the   capital 

stock  of  the  Southern  Pacific  Railroad  Company  ;"  every  ballot 
given  in  favor  of  such  proposition  shall  have  the  word  "  Yes  " 
written  or  printed  thereon,  and  ever  ballot  against  the  same 
.  shall  have  the  word  "  No  "  written  or  printed  thereon ;  such 
elections  shall  be  conducted  in  the  same  manner  as  elections 

Returns. 

for  county  officers,  and  in  like  manner  the  votes  cast  thereat 
shall  be  counted  and  sealed  returns  thereof  made  ;  and  on  the 
second  Monday  after  such  election,  or  at  such  other  time  as 
the  board  of  supervisors  may  have  fixed  therefor,  said  returns 
shall  be  opened  and  canvassed,  and  the  result  declared  in  the 
same  manner  as  in  case  of  election  for  county  officers. 

Sec.  4. — If  upon  such  canvass  it  shall  be  found  that  a  Approval  or 
greater  number  of  the  electors  of  the  county,  voting  upon  the  re>ction- 
proposition  so  submitted,  have  voted  "  No,"  than  have  voted 
"  Yes,"  then  such  proposition  shall  be  deemed  and  declared  to 
have  been  rejected,  and  the  fact  of  such  rejection  shall  be  duly 
entered  upon  the  record  of  the  proceedings  of  the  board  of 
supervisors,  and  no  further  action  shall  be  had  in  relation 
thereto.  But  if  upon  such  canvass  it  shall  be  found  that  a 
greater  number  of  the  electors  of  said  county,  voting  upon  the 
proposition  so  submitted,  have  voted  "  Yes"  than  have  voted 
"  No,"  then  such  proposition  shall  be  deemed  and  declared  to 
have  been  approved,  a  record  of  the  fact  of  such  approval  shall 
be  made  upon  the  minutes  of  the  board  of  supervisors,  and  , 
said  board,  by  their  clerk,  shall,  in  writing,  notify  such  railroad 
company  of  the  proposition  which  has  been  so  submitted,  and 
of  the  approval  thereof. 


68 

Sec.  5. — Before  any  further  action  in  the  premises  shall  be 
burned.*""50 10  *aken  by  such  board  of  supervisors,  said  railroad  company 
shall  file  in  the  office  of  the  clerk  of  said  board,  a  notice  under 
the  seal  of  the  corporation,  stating  whether  said  company  ac- 
cepts the  subscription  or  donation  so  tendered  by  said  county, 
and  if  accepted,  there  shall  also  be  filed  therewith  a  copy  of 
the  certificate  of  incorporation  or  articles  of  association  of  said 
company,  certified  by  the  secretary  of  state,  and  such  copy  shall 
thereafter  be  kept  on  file  in  such  office,  for  the  information  of 
such  board  of  supervisors  and  of  the  citizens  of  said  county. 


Making     sub- 


Sec.  6. — If  such  proposed  donation  or  subscription  is  ac- 
scription  or  do-  cepted,  then  immediately  upon  the  filing  of  such  notice  and 
of  a  certified  copy  of  the  articles  of  association,  as  men- 
tioned in  the  last  section,  or  as  soon  thereafter  as  practicable, 
it  shall  be  the  duty  of  the  board  of  supervisors  of  such  county, 
and  they  are  hereby  authorized  and  directed,  if  the  proposition 
so  approved  shall  be  one  in  favor  of  subscription  to  the 
capital  stock  of  said  company,  to  make  such  subscription,  on 
the  subscription  books  of  said  company,  through  a  committee 
consisting  of  two  members  of  such  board  of  supervisors,  who 
shall  be,  by  an  order  of  the  board,  entered  upon  their  minutesx 
duly  authorized  for  that  purpose,  and  to  pledge  therefor  and 
for  the  due  payment  of  such  subscription,  in  accordance  with 
the  provisions  of  this  act,  the  good  faith  of  the  county;  or  if 
the  proposition  so  approved  be  one  in  favor  of  a  donation  to 
said  company,  then  such  board  of  supervisors  shall  pass  an 
order,  and  enter  the  same  on  their  journal,  declaring  the  good 
faith  of  the  county  pledged  to  make  such  donation  in  the  bonds 
of  the  county,  in  such  amounts  and  under  such  conditions  as 
are  named  in  this  act. 

Sec.  7.— If,  in  compliance  with  a  vote  so  had  as  aforesaid, 
in  °  bondr&  of  subscription  be  made  by  any  county  to  the  capital  stock  of  said 
county.  railroad  company,  the  same  shall  be  made  and  accepted  with 

the  condition  that  such  subscription  shall  be  payable  in  the 
bonds  of  the  county,  to  be  issued  as  hereinafter  directed,  and 
not  otherwise,  and  for  such  subscription  such  bonds  shall  be 
received  at  par,  dollar  for  dollar. 


69 

Sec.  8. — In  all  cases  of  donation  in  aid  of,  or  of  subscription  How  paid- 
to,  the  capital  stock  of  said  railroad  company  by  any  county 
under  the  provisions  of  this  act,  the  same  shall  be  paid  in  in- 
stalments of  not  less  than  ten  nor  more  than  twenty  per  cent, 
as  the  work  on  such  road  shall  progress,  and  in  no  case  shall 
an  instalment  of  the  bonds  of  any  county  be  issued  to  said 
railroad  company  until  an  amount,  at  least  equal  thereto  has 
been  expended  by  said  company  in  the  actual  graduation  of    How  to  be  ex_ 
such  railroad  or  other  work  necessary  to  its  construction  orpendG(L 
completion,  nor  shall  a  second  instalment  be  paid  to  such  com- 
pany until  the  first  has  been  expended  on  the  road,  or  in  pur- 
chase of  iron  or  rolling  stock  or  other  material  therefor. 

Sec.  9. — In  all  cases  where  a  county  has  made  a  donation  in 
aid  of,  or  has  subscribed  to,  the  capital  stock  of  said  railroad 
company,  under  the  provisions  of  this  act,  it  shall  be  the  duty  of 
the  secretary  and  engineer  in  charge  of  such  railroad  company,  Report  to  be 
from  time  to  time,  as  the  bonds  of  such  county  are  required  ™8ors.to  Super" 
to  be  issued,  to  make  report  in  writing,  under  oath,  and  lay  the 
same  before  the  board  of  supervisors  of  such  county,  showing 
the  progress  of  the  work  on  the  railroad,  and  the  amount  and 
cost  thereof,  together  with  the  cost  of  bridging,  ties,  and  other 
material  for  the  superstructure,  and  of  the  iron  and  rolling 
stock  which  may  have  been  purchased  or  contracted  for  said 
railroad  ;  and  if  after  the  issuance  of  the  first  or  any  subsequent 
instalment  of  bonds  to  said  railroad  company,  under  the  provi- 
sions of  this  act,  there  should  be  any  failure  or  refusal  on  the 
part  of  said  company  to  expend  such  bonds  in  the  mode  and 
manner  herein  provided  in  the  construction  of  said  railroad,  or 
purchase  of  materials  therefor,  then  and  in  that  event  the 
board  of  supervisors  of  such  county  may,  at  their  option,  with- 
hold any  further  payment  of  instalments  of  the  amount  donated  withhoMUiw 
or  subscribed  to  said  railroad,  as  the  case  may  be,  and  they 
shall  not  be  liable  to  any  further  calls  thereon,  and  if  so  declared 
by  the  board  of  supervisors,  such  donation  or  subscription 
shall  be  held  void  and  of  no  effect,  and  said  company  shall  be 
liable  to  such  county  for  such  amounts  as  may  have  been  paid 
on  such  donation  or  subscription,  which  shall  be  recoverable  at 
law,  in  any  court  of  competent  jurisdiction. 


Instalments. 


70 

Sec.  10. — The  board  of  supervisors  of  any  county  clo- 
issue  of  bonds.  nating  aid  to,  or  subscribing  to  the  capital  stock  of  the  said 
railroad  company,  under  the  provisions  of  this  act,  shall,  from 
time  to  time,  as  such  donation  or  subscription  shall  become 
due  and  be  demanded  by  the  board  of  directors  of  said  com- 
pany, cause  bonds  of  the  county  to  be  issued  and  delivered  to 
said  railroad  company  for  such  an  amount  as  may  be  due,  but 
not  exceeding,  at  any  one  time,  twenty  per  cent,  of  such  dona- 
tion or  subscription,  as  hereinbefore  provided ;  and  the  officers 
hereinafter  mentioned  shall,  each  and  every  of  them, 
execute  and  countersign  said  bonds,  as  herein  provided,  when- 
ever so  directed  by  an  order  of  the  board  of  supervisors  of 
such  county;  such  bonds  shall  be  issued  in  sums  of  one 
Amounts.  thousand  dollars  each,  shall  be  numbered  consecutively  from 
number  one  onward  through  all  the  bonds  issued  to  said  com- 
pany, shall  be  made  payable  to  said  railroad  company,  giving 
its  corporate  name,  or  to  the  holder  or  bearer  thereof,  on  a 
specified  day,  to  be  named  in  said  bonds,  which  shall  be 
twenty  years  after  the  date  of  the  issuance  thereof,  at  the  office 
of  the  treasurer  of  such  county,  and  shall  bear  interest  at  the 
interest.  ra^e  0f  ^gi^  per  cent  per  annum  from  the  date  of  their  issue  ; 

the  interest  upon  such  bonds  shall  be  due  and  payable  semi- 
annually so  long  as  such  bonds  are  outstanding  and  unpaid, 
and  shall  be  payable  at  the  office  of  such  treasurer,  on  a  speci- 
fied day,  to  be  named  in  the  interest-coupons  which  shall  be 
attached  to  such  bonds,  as  hereinafter  provided  ;  both  principal 
and  interest  of  such  bonds  shall  be  made  payable  in  United 
States  gold  coin,  dollar  for  dollar ;  such  bonds  shall  be  signed  by 
payable  in  Gold  the  chairman  of  the  board  of  supervisors,  by  the  auditor  and  the 
clerk  of  such  county,  as  such  officers,  the  auditor  making  and 
keeping  in  his  office  an  accurate  account  of  all  bonds  so  signed* 
with  the  number,  date  and  amount  of  each,  and  the  clerk  shall 
cause  the  seal  of  the  county  to  be  affixed  to  each  of  said  bonds, 
and  the  chairman  of  such  board  shall  forthwith  deliver  the  same 
to  the  company  entitled  thereto,  taking  the  receipt  of  the  secre- 
Bonds  and  tary  of  said  company  therefor,  which  receipt  shall  be  executed  in 
same.  triplicate,  and  shall  set  forth  the  number,  date  and  amount  of 

each  bond  so  delivered  ;  such  chairman  shall  thereupon  file  one 
of  such  receipts  in  the  office  of  the  clerk  of  said  county,  one 
in  the  office  of  the  auditor,  and  one  in  the  office  of  the  treas- 


71 

urer  of  such  county,  and  shall  make  report  to  the  board  of 
supervisors  of  the  proceedings  in  the  premises  at  the  next 
meeting  thereof. 

Sec.  11.  All  bonds  issued  under  the  provisions  of  this  act  shall  coupons. 
have  coupons  for  the  interest  attached,  so  that  the  same  may  be 
removed  without  mutilation  of  the  bonds  ;  such  coupons  shall 
each  be  for  one  half  year's  interest  upon  the  bond  to  which  it 
is  attached  ;  they  shall  be  numbered  from  one  to  forty,  con- 
secutively; each  shall  specify  the  number  of  the  bond  to  which 
it  is  attached,  the  amount  to  become  due  upon  such  coupon,  and 
the  day  when  it  is  payable,  and  each  shall  be  signed  by  the 
auditor  of  the  county  for  which  it  is  issued.  When  any 
interest  shall  be  paid  upon  any  bond  issued  under  the  pro- 
visions of  this  act,  the  county  treasurer  paying  the  same  shall 
receive  the  coupon  for  the  interest  so  paid,  shall  cancel  the  Canccllation 
same  by  writing  across  the  face  thereof  the  word  "  Paid,"  with 
the  date  of  payment  and  his  official  signature,  and  shall  there- 
upon deliver  the  same  to  the  auditor  of  said  county,  taking 
his  receipt  in  duplicate  therefor,  one  copy  of  which  said  treas- 
urer shall  file  in  his  own  office,  and  the  other  copy  of  which  he 
shall  deliver  to  the  clerk  of  said  county,  and  thereupon  such 
clerk  shall  report  the  same  to  the  board  of  supervisors  of  such 
county  at  the  next  meeting  thereof. 

Sec.  12. — When  any  county  shall  have  donated  aid  to  or 
subscribed  to  the  capital  stock  of  said  railroad  company  as 
herein  provided,  it  shall  be  the  duty  of  the  board  of  super- Levy 
visors  of  such  county,  at  the  same  time  of  levying  other  taxes 
in  said  county  (or  in  the  first  year  at  any  time  before  the 
making  out  of  the  duplicate  of  the  general  assessment  list  for 
such  county),  in  each  year  to  levy  a  tax  sufficient  to  raise  the 
amount  of  interest  falling  due  within  each  year,  and  not  less 
than  two  nor  more  than  five  per  cent,  of  the  principal  of  such 
bonds,  which  shall  be  paid  into  a  fund  to  be  styled  the  Kail- 
road  Fund ;  the  taxes  provided  in  this  section  shall  be  levied 
and  collected  at  the  same  time,  and  in  the  same  manner  as 
taxes  for  county  purposes,  and  when  collected  shall  be  paid 
into  the  county  treasury,  and  shall  be  kept  separate  from  How  applied_ 
other  funds  of  the  county,  and  be  applied  as  follows : 


72 

First. — To  the  payment  of  the  interest  as  it  falls  due. 

Second. — To  the  payment  and  redemption  of  such  bonds  as 
hereinafter  provided. 

Sec.  13. — Whenever  there  shall  be  in  the  Eailroad  Fund  of 
any  county  after  providing  for  the  interest  of  the  current  year, 
a  sum  of  money  amounting  to  three  thousand  dollars  or  up- 

bonds.  wards,  it  shall  be  the  duty  of  the  county  treasurer  to  advertise 

in  a  newspaper  published  in  such  county,  if  any  newspaper  be 
published  therein,  and  if  not,  then  in  a  newspaper  published 
in  the  next  adjoining  county,  and  also  in  at  least  one  news- 
paper published  in  the  city  and  county  of  San  Francisco,  once 
in  each  week  for  four  weeks,  for  sealed  proposals  for  the  re- 
demption of  bonds,  stating  the  amount  of  money  on  hand 
applicable  to  that  purpose,  and  ten  days  from  the  expiration  of 
the  time  for  such  publication,  said  treasurer  shall  open 
the  proposals  so  received,  and  such  bonds  as  shall  be  surren- 
dered by  the  holders  thereof,  at  the  lowest  proposed  rate, 
and  having  all  the  unpaid  coupons  thereto  attached,  shall  be 
paid  off  and  liquidated  so  far  as  the  fund  on  hand  will  go  for 
that  purpose,  provided,  however,  that  such  proposed  rate 
shall  not  be  for  more  than  the  par  value  of  such  bond,  and 
the  interest  already  accrued  and  unpaid  thereon ;  and  provided 
further  that  should  there  be  no  proposals  made  for  less  than 
par  value  as  aforesaid,  then  the  fund  on  hand  shall  be  applied 
in  payment  of  such  bonds,  and  the  interest  then  actually  ac- 
crued and  unpaid,  in  the  order  of  the  number  of  their  issue, 
the  county  treasurer  giving  four  weeks'  notice,  in  the  manner 
hereinbefore  provided,  of  the  numbers  of  said  bond  to  which 
the  fund  on  hand  will  be  applied,  and  requesting  their  presen- 
tation for  payment,    after  which    time   such   bonds,   if    not 

Transfer  of  presented,  shall  cease  to  draw  interest.  When  all  the  bonds  so 
issued  shall  have  been  liquidated,  redeemed  and  paid  off,  any 
moneys  remaining  on  hand  in  the  railroad  fund  shall  be  paid 
into  the  general  fund  of  the  county.  In  all  cases  of  the  liqui- 
dation or  payment  of  bonds  issued  under  the  provision  of  this 

cancellation  of  act}  the  same  course  shall  be  pursued,  in  reference  to  can- 
celing, filing,  receipting  for  and  reporting  the  same,  as  is 
hereinbefore  provided  upon  the  payment  of  interest  coupons. 


73 

Sec.  14. — Whenever  any  county  shall  have  subscribed  to  the 
capital  stock  of  said  railroad  company  under  the  provisions  of 
this  act,  such  county  shall  possess  all  the  rights  and  powers  of 
any  stockholder  in  such  company,  and  the  board  of  super- 
visors may  from  time  to  time,  as  occasion  shall  require,  ap- 
point one  of  their  own  number  or  any  citizen  of  said  county 
to  represent  said  county  at  any  meeting  of  the  stockholders  of 
said  company,  and  to  cast  any  and  all  votes  at  such  meeting  t0Cwh£h  IS 
which  said  county,  if  a  natural  person  holding  the  same  county8  Lngent£ 
amount  of  stock,  would  be  entitled  to  cast,  and  generally,  on tied* 
behalf  of  such  county  to  do  any  and  all  things  pertaining  to 
the  business  of  said  company  which  a  natural  person  holding 
stock  therein  might  or  could  lawfully  do.  A  certified  copy  of 
the  order  of  the  board  of  supervisors,  under  the  seal  of  the 
county,  filed  with  the  secretary  of  said  company,  shall  be  the 
evidence  of  the  authority  of  the  person  therein  named  to  acfc 
on  behalf  of  such  county. 

Sec.  15. — Whenever  any  county  shall  make  a  donation  in 
aid  of  said  railroad  company  under  the  provisions  of  this  act, 
the  same  shall  be  made  and  accepted  (if  the  same  is  accepted) 
upon  the  express  condition  that  said  railroad  company  shall 
at  any  and  all  times  after  the  opening  of  its  railroad  to  genera] 
business,  if  so  required,  transport  all  prisoners  being  taken  to 
the  jail  of  such  county,  or  from  the  jail  to  the  place  of  trial,    Prisoners  and 

J  .  .  officers      in 

and  the  officers  having  them  in  charge,  and  anv  and  all  ma-cuurse  to  travel 

°  °    '  J  to  and  from  jail 

terials  for   the  construction  or  repair  of  the  court  house  or  free- 
jail  of  such  county  over  said  railroad  free  of  charge. 

Sec.  16. — All  officers  having  any  duty  to  perform  under  the 
provisions  of  this  act  shall  be  allowed  the  same  rate  of  com- 
pensation therefor  as  is  allowed  for  other  similar  service,  to  ComPeilsation. 
be  fixed  by  the  board  of   supervisors   and  paid   out  of  the 
general  fund  of  the  county. 

Sec.  17. — All  taxes,  except  State  taxes,  paid  by  said  railroad 
company  receiving  county  bonds  under  this  act  in  the  county 
issuing  such  bonds,  instead  of  being  distributed  into  the  sev-  to  be   part  of 
eral  funds  of  the  county  like  other  taxes,  and  all  dividends 
10 


74 

paid  by  said  company  to  said  county  shall  be  paid  into  and 
form  a  part  of  the  railroad  fund  so  long  as  any  such  bond 
shall  remain  outstanding  and  unpaid ;  'provided  this  act  shall 
not  apply  to  the  counties  of  Alameda,  Santa  Clara  or  San 
Francisco. 


Chapter  DXLII. 

[Statutes  of  California,  1867-8,  page  716.] 

An  Act  to  confer  power  upon  the  Board  of  Supervisors  of  the  city 
and  county  of  San  Francisco. 

(Approved  March  30, 1868.) 

The  People  of  the  State  of  California,  represented  in  Senate  and 
Assembly,  do  enact  asfoUoivs : 

Authorized  to  Section  1.  The  Board  of  Supervisors  of  the  city  and  county 
stocks.  1  of  San  Francisco  is  hereby  authorized  and  empowered  to  dis- 
pose of,  to  the  Southern  Pacific  Eailroad  Company,  the  shares 
of  stock  of  the  San  Francisco  &  San  Jose  Railroad  Company, 
owned  or  held  by  the  said  city  and  county,  upon  such  terms 
and  subject  to  such  conditions  as  the  said  Board  may  think 
expedient. 

The  proceeds  of  all  sales  shall  be  paid  into  the  treasury  of 
the  said  city  and  county,  provided  that  no  disposition  of  said 
shares  of  stock  to  the  Southern  Pacific  Railroad  Company 
shall  be  effectual  to  vest  the  title  to  said  shares  in  said  com- 
pany until  it  shall  have  completed  and  put  in  operation  its 
section  of  railroad  from  San  Jose  to  Gilroy. 

Sec.  2.  This  act  shall  take  effect  immediately. 


Proviso. 


75 


GRANT  OF  LAND  IN  SAN  FRANCISCO  TO  THE 
SOUTHERN  PACIFIC  RAILROAD  COMPANY  FOR 
A  TERMINUS. 

Chapter  DXLIII. 

[Statutes  of  California,  1867-8,  page  716.] 

An  Act  to  survey  and  dispose  of  certain  salt  marsh  and  tide  lands 
belonging  to  the  State  of  California. 

(Approved  March  30, 1868.) 

The  People  of  the  State  of  California,  represented  in  Senate  and 
Assembly,  do  enact  asfolloivs : 

Section  1.  The  Governor  of  the  State  shall  appoint  three 
persons,  who  shall  constitute  a  Board  of  Tide-Land  Commis-  ersG™m^f™'. 
sioners,  and  shall  hold  office  for  two  years  from  the  date  of  pomted' 
their  appointment,  and  shall  have  the  charge  and  disposition 
of  all  the  salt  marsh  and  tide  lands  belonging  to  the  State  of 
California  situated  in  the  city  and  county  of  San  Francisco, 
as  hereinafter  provided  by  this  act,  and  who  shall  be  known 
and  designated  in  this  act  as  "  the  Commissioners." 


Sec.  2.  (Official  bonds,  oaths  and  penalties.) 
Sec.  3.  (President  and  secretary,  and  their  duties.] 


Sec.  4.  The  commissioners  shall  take  possession  of  all  the  Duties  of  com- 

l  missioners. 

salt  marsh  and  tide  lands,  and  lands  lying  under  water,  to  the 
point  that  may  be  established  as  the  water-front,  situate  along 


76 

the  Bay  of  San  Francisco,  and  situate  in  the  city  and  county 

of  San   Francisco,  belonging  to  the   State  of  California,  and 

.  have  the  same  surveyed  to  a  point  not  beyond  twenty-four  feet 

ofE?wite™iine  water  at  the  lowest  stage  of  the  tide,  and  cause  to  be  prepared 
two  maps  of  the  same,  showing  the  quantity  and  extent  of  the 
property  situated  as  aforesaid,  and  exhibiting  all  the  municipal 
subdivisions,  streets,  alleys,  blocks,  squares  and  lots,  which 
lots  shall  not  exceed  in  area  six  thousand  two  hundred  aud 
sixty-one  and  one-sixth  square  feet  each.  One  of  said  maps 
they  shall  retain  in  their  office  at  San  Francisco,  and  the  other 
they  shall  file  in  the  office  of  the  State  surveyor. 

After  such  preliminary  survey  the  commissioners,  in  con- 
junction t  with  the  governor  of  the  State,  the  mayor  of  San 
Francisco,  and  the  president  of  the  Chamber  of  Commerce  of 
San  Francisco,  and  who  shall  be  known  and  designated  in  this 
act  as  the  "  State  Board,"  shall  meet,  and  by  a  two-thirds  vote, 
establish  the  water-line  front  of  San  Francisco  ;  but  they  shall 
not  have  power  to  alter,  in  any  manner  whatever,  the  water- 
line  front  of  said  city  north  of  the  terminus  of  Second  street, 
as  established  by  the  act  passed  March  twenty-sixth,  eighteen 
hundred  and  fifty-one. 

survey.  After  the  establishment  of  the  water-line  front  as  above  pro- 

vided, the  commissioners  shall  have  all  the  property  lying 
within  the  same  belonging  to  the  State  surveyed,  subject  to 
the  approval  of  the  State  board,  into  lots  and  blocks  in  accord- 
ance with  the  official  map  survey  of  the  city  of  San  Francisco, 
reserving  so  much  thereof  for  streets,  docks,  piers,  slips,  canals, 
drains,  or  other  use  necessary  for  the  public  convenience  and 
the  purposes  of  commerce,  as  in  their  judgment  may  be  re- 
quired, and  have  two  maps  of  the  same  prepared  showing  the 
property  as  re-surveyed  to  the  water-line  front,  the  streets, 
blocks,  reservations,  and  everything  necessary  to  be  shown  by 
such  maps,  one  of  which  maps  shall  be'  filed  in  the  surveyor- 
general's  office,  and  the  other  shall  remain  in  their  office  at 
San  Francisco  ;  provided  that  the  land  belonging  or  granted  to 
Donation  of the  California  Dry  Dock  Company,  and  the  overflowed  land  in 
^^/■"^^^t-foa^fiSkaH  be,  and  the  same  is  hereby,  excepted  from 
the  operation  of  this  act ;  provided  that  there  is  hereby  granted 
and  donated  to  the  Southern  Pacific  Railroad  Company  and  the 


77 

Western  Pacific  Bail  road  Company,  for  a  terminus  in  the  city 
and  county  of  San  Francisco,  to  each  of  said  companies,  thirty 
acres,  exclusive  of  streets,  basins,  public  squares  and  docks, 
out  of  the  aforesaid  land,  and  lying  southwardly  from  Channel 
street,  and  outside  of  the  line  known  as  the  red  line  water-front 
of  Mission  Bay,  to  be  located  jointly  or  severally  by  the  said 
respective  companies  within  ninety  days  from  the  passage  of 
this  act,  in  a  manner  and  form  to  be  approved  by  the  governor,  • 
the  mayor  of  the  city  and  county  of  San  Francisco,  and  the 
president  of  the  Chamber  of  Commerce  of  said  city,  or  a 
majority  of  them,  and  so  as  not  to  extend  beyond  twenty-four 
feet  of  water  at  low  tide,  nor  within  three  hundred  feet  of  such 
line  as  may  be  established,  under  the  provisions  of  this  act,  as 
the  permanent  water-line  front  of  said  city,  together  with  the 
use  of  a  right  of  way  for  said  companies  to  said  terminus  over 
the  lands  of  this  State  for  the  road-beds  and  tracks  of  said 
company — the  board  of  commissioners  herein  named  to  fix 
and  designate  the  lands  (not  to  exceed  a  strip  two  hundred 
feet  in  width  for  both  said  companies)  over  which  said  right  of 
way  shall  be  exercised  ;  and  provided  that  such  grant  of  land 
for  terminus  and  the  said  right  of  way  shall  not  be  construed 
to  interfere  with  the  proper  establishment  and  regulation  of  Berv^fhtt80  c™* 
streets  and  alleys,  docks,  wharves  and  basins,  culverts  andamlcounty- 
sewers,  and  the  laying  down  of  gas  and  water  pipes  by  the 
proper  authorities  of  the  city  and  county  of  San  Francisco, 
and  the  authorities  of  said  city  and  county  of  San  Francisco 
shall  have  such  jurisdiction  and  control  over  said  streets  and 
crossings  thereof  as  is  or  may  be  conferred  by  law  in  other 
cases ;  and  said  railroad  companies  shall  so  construct  their  roads 
as  to  cause  the  least  obstruction  to  travel  over  and  along  their 
roads,  and  at  the  crossings  thereof ;  provided  that  in  case 
either  of  the  said  companies  shall  fail  to  comply  with 
the  conditions  of  this  act,  such  company  shall  forfeit  their  Forfeiture. 
rights  thereunder ;  and  in  such  event  the  other  company  ac- 
cepting and  using  the  same  for  the  purposes  indicated  shall 
receive  thirty  acres  (exclusive  of  streets,  basins,  public  squares 
and  docks)  for  terminal  purposes,  and  not  e  xceeding  one  hun- 
dred feet  in  width  for  right  of  way  ;  and  the  said  companies  are 
hereby  authorized  to  extend  their  roads  or  purchase  other 
roads  so  as  to  reach  their  terminus.     And  upon   the  location 


78 

by  the  said  companies  of  their  terminus  and  terminal  depots 
Conditions  of  an(j  stations  upon  the  said  premises,  and  the  expenditure  of 

donation.  r  *  -i- 

one  hundred  thousand  dollars  thereon  by  each  of  said  com- 
panies, the  governor  shall  issue  patents  therefor  to  the  said 
companies  respectively  ;  provided  that  unless  the  said  compa- 
nies shall,  within  thirty  months  from  the  passage  of  this  act, 
make  the  terminus  of  their  roads  upon  the  said  premises,  and 
expend  thereon  the  said  sum  of  one  hundred  thousand  dollars 
each,  then  any  grant  herein  contained  shall  be  void  as  to  the 
said  company  so  in  default,  and  the  lands  herein  granted  to 
such  company  shall  revert  to  and  be  the  property  of  the 
State  ;  provided  that  nothing  in  this  act  shall  be  construed 
to  interfere  with  the  collection  of  dockage  and  wharfage  by 
edRiKstateCS°rv"  the  State,  nor  with  the  right  of  the  State  to  construct,  adjoin- 
ing the  property  granted,  such  wharves  and  docks  as  may,  from 
time  to  time,  be  provided  by  law  ;  provided,  further,  that  if  the 
two  hundred  feet  herein  mentioned  for  the  right  of  way,  or  any 
part  thereof,  shall  at  any  time  be  abandoned  or  cease  to  be 
used  as  such  roadway  by  said  companies,  then  so  much  thereof 
as  shall  be  so  abandoned  or  disused  shall  revert  to  the  State  ; 
and  provided,  further,  that  if  the  said  railroad  companies,  or 
either  of  them,  shall  not,  within  thirty  days  of  the  organiza- 
tion of  the  board  of  commissioners,  notify  such  board  of  the 
acceptance  of  the  provisions  of  this  donation  and  grant,  the 
lands  herein  proposed  to  be  donated  and  granted  to  the  said 
company  or  companies  so  failing  to  notify  said  board  shall  be 
sold  at  auction,  as  is  otherwise  provided  in  this  act ;  and  in 
the  event  said  companies,  or  either  of  them,  shall  accept  the 
grant  or  donation  herein  made,  the  same  shall  be  in  lieu  of  all 
other  grants  of  land  made  or  to  be  made  to  the  company  ac- 
cepting the  same  in  the  city  and  county  of  San  Francisco,  at 
the  present  session  of  the  Legislature  ;  provided  that  no  part 
of  said  land  granted  or  donated  to  said  railroad  companies 
shall  be  located  on  any  land  now  in  the  bona  fide  possession 
and  occupation  of  any  citizen  or  citizens  of  this  State. 

Sec.   5,   &c.    (Sale  of  State  lands  within   water-line — how 
made,  &c,  &c.) 


79 
Chapter  CXYI. 

[Statutes  of  California,  1869-70,  page  107.] 

An  Act  relating  to  Certificates  of  Incorporation. 

(Approved  March  1,  1870.) 

The  People  of  the  State  of  California,  represented  in  Senate  and 
Assembly,  do  enact  asfolloios  : 

Section  1.    Any  corporation,  now  or  hereafter   organized    Amended  cer- 

-     ■•  .      rf  .  .,  tittcatesofincor- 

under  the  laws  of  this  State,  may  amend  its  articles  of  associa-  poration. 
tion  or  certificate  of  incorporation  by  a  majority  vote  of  the 
board  of  directors  or  trustees,  and  by  a  vote  or  written  as- 
sent of  the  stockholders  representing  at  least  two-thirds  of  the 
capital  stock  of  such  corporation,  and  a  copy  of  the  said  arti- 
cles of  association  or  certificate  of  incorporation,  as  thus 
amended,  duly  certified  to  be  correct,  by  the  president  and 
secretary  of  the  board  of  directors  or  trustees  of  such  corpo- 
ration, shall  be  filed  in  the  same  office  or  offices  where  the 
original  articles  or  certificate  are  required  by  law  to  be  filed, 
and  from  the  time  of  filing  such  copy  of  the  amended  articles 
or  certificate,  such  corporation  shall  have  the  same  powers,  and  it 
and  the  stockholders  thereof  shall  be  thereafter  subject  to  the 
same  liabilities  as  if  such  amendment  had  been  embraced  in  the 
original  articles  or  certificate  ;  provided  that  the  time  of  the 
existence  of  such  corporation  shall  not  be  thereby  extended 
beyond  the  time  fixed  in  the  original  articles  or  certificate  ;  and 
provided,  further,  that  such  original  and  amended  articles  or 
certificate  shall,  together,  contain  all  the  matters  and  things 
required  by  the  law  under  which  the  original  articles  of  asso- 
ciation or  certificate  of  incorporation  were  executed  and  filed ; 
and  provided,  further,  that  nothing  herein  contained  shall  be 
construed  to  cure  or  amend  any  defect  existing  in  any  original 
certificate  of  incorporation  heretofore  filed,  by  reason  of  the 
failure  of  such  certificate  to  set  forth  the  matters  required  by 
law  to  make  the  same  valid  as  a  certificate  of  incorporation  at 
the  time  of  the  filing  thereof ;  also  provided  that  unless  the 
vote  or  written  assent  of  all  the  stockholders  has  been  obtained, 


80 

then  a  notice  of  the  intention  to  make  such  amendment  shall 
first  be  advertised  for  sixty  days  in  some  newspaper  published 
in  the  town  or  county  in  which  the  principal  place  of  business 
of  said  company  is  located ;  and  the  written  protest  of  any 
one  of  said  stockholders,  or  his  duly  authorized  agent  or  at- 
torney, whose  assent  has  not  been  obtained,  filed  with  the 
secretary  of  the  said  company,  shall,  unless  withdrawn,  be  ef- 
fectual to  prevent  the  adoption  of  such  amendment,  provided 
that  nothing  in  this  act  shall  be  construed  to  authorize  any 
corporation  to  diminish  its  capital  stock. 

Seo.  2.  This  act  shall  take  effect  and  be  in  force  from  and 
after  its  passage. 


Chapter  CCCOLXI. 


|  Statutes  of  California,  18G9-70,  p.  GG9.J 


An  Act  to  extend  the  time  allowed  to  the  Southern  Pacific  Railroad 
Company  and  the  Western  Pacific  Railroad  Company  in 
tohich  to  make  the  terminus  of  their  roads  upon  certain  lands 
donated  to  them  by  the  State  for  that  purpose  in  the  City 
and  County  of  San  Francisco. 

(Approved  April  2,  1870.) 

The  People  of  the  State  of  California,  represented  in  Senate  and 
Assembly,  do  enact  asfolloivs  : 

Time  extended.  Section  1.  The  time  within  which  the  Southern  Pacific  Rail- 
road Company  and  the  Western  Pacific  Railroad  Company  are 
required  to  make  the  terminus  of  their  roads,  and  expend  thereon 
the  sum  of  one  hundred  thousand  dollars  each,  upon  certain 
salt  marsh  and  tide  lands  in  the  city  and  county  of  San  Fran- 


81 

cisco,  donated  to  said  companies  for  that  purpose,  by  an  act 
entitled  "  An  Act  to  survey  and  dispose  of  certain  salt  marsh 
and  tide  lands  belonging  to  the  State  of  California,"  approved 
March  thirtieth,  one  thousand  eight  hundred  and  sixty-eight, 
is  hereby  extended  eighteen  months,  and  the  location  of  said 
lands  for  terminal  purposes,  made  under  the  provisions  of  said 
act,  is  hereby  approved. 

Sec.  2.  This  act  shall  take  effect  from  and  after  its  passage. 


Chapter  CCCCLXXXIV. 

[Statutes  of  California,  1869-70,  page  707-1 

An  Act  to  empower  the  City  and  County  of  San  Francisco  to  aid  in 
the  construction  of  tJie  Southern  Pacific  Bailroad,  and  other 
purposes, 

(Approved  April  2,  1870.) 

The  People  of  the  State  of  California,  represented  in  Senate  and 
Assembly,  do  enact  as  follows  : 

Section  1.  It  shall  be  the  duty  of  the  board  of  supervisors  of 
the  city  and  county  of  San  Francisco  to  order  a  special  election  8pecial  electlon- 
to  be  held  in  said  city  and  county  of  San  Francisco  on  the  first 
Tuesday  in  June  next,  for  the  purpose  of  submitting  to  the 
qualified  electors  of  said  city  and  county  of  San  Francisco,  the 
proposition  for  the  said  city  and  county  of  San  Francisco  to 
issue  and  deliver  to  the  Southern  Pacific  Eailroad  Company, 
its  successors  or  assigns,  county  bonds  in  aid  of  and  for  and 
in  consideration  of  the  construction  of  a  railroad  by  said  com- 
pany, its  successors  or  assigns,  from  the  town  of  Gilroy,  in  a 
southerly  direction. 

Sec.  2.  It  shall  be  the  duty  of  the  board  of  supervisors  of 
said  city  and  county  to  cause  notice  of  at  least  twenty  days  to  Notice# 
be  given  by  publication  in  one  or  more  daily  newspapers  pub- 
lished in  the  said  city  and  county,  and  by  posting  written  or 
11 


82 


printed  notices  thereof  at  each  place  of  holding  said  election 
in  said  city  and  county,  stating  in  such  publications  and  notices 
the  proposition  to  be  submitted  to  the  electors  of  said  city  and 
county,  and  the  time  and  manner  of  voting  thereon. 


Ballots. 


Election,  how 
conducted. 


Every  ballot  cast  in  said  city  and  county  in  favor  of  said 
proposition  shall  have  the  words  "  For  the  issuing  of  bonds 
for  the  Southern  Pacific  Railroad"  printed  or  written  thereon  ; 
and  every  ballot  cast  in  opposition  to  said  proposition  shall 
have  the  words  "  Against  the  issuing  of  bonds  for  the  South- 
ern Pacific  Railroad"  printed  or  written  thereon.  Said  election 
shall  be  conducted  under  the  provisions  of  an  act  entitled  "  An 
Act  to  regulate  elections",  passed  March  twenty-third,  eighteen 
hundred  and  fifty,  and  the  several  acts  amendatory  thereof 
and  supplemental  thereto,  and  an  act  to  provide  for  the  regis- 
tration of  the  citizens  of  this  State,  and  for  the  enrollment  in 
the  several  election  districts  of  all  the  legal  voters  thereof,  and 
for  the  prevention  and  punishment  of  frauds  affecting  the  elect- 
ive franchise,  approved  March  nineteenth,  eighteen  hundred 
and  sixty-six,  and  the  several  acts  amendatory  thereof  and 
supplemental  thereto,  so  far  as -applicable. 


lcroli  Seo.  3.  If  at  said  election  a  greater  number  of  the  electors 

of  said  city  and  county,  voting  upon  said  proposition,  shall 
vote  for  the  issuing  of  bonds  for  the  Southern  Pacific  Railroad 
than  shall  vote  against  the  issuing  of  bonds  for  the  Southern 
Pacific  Railroad,  then  the  board  of  supervisors  of  said  city 
and  county  so  voting  in  favor  of  such  proposition  shall,  under 
the  conditions  and  in  the  amounts,  and  as  is  hereinafter  pre- 
scribed, issue  to  the  Southern  Pacific  Railroad  Company,  its 
successors  or  assigns,  city  and  county  bonds,  bearing  seven 
per  cent,  interest,  payable  semi-annually,  both  principal  and 
interest  payable  in  United  States  gold  coin. 


issue  of  bonds.  Sec.  4.  Upon  satisfactory  proof  being  made,  by  affidavits  or 
otherwise,  to  the  board  of  supervisors  of  the  city  and  county 
of  San  Francisco,  that  the  track  of  said  Southern  Pacific  Rail- 
road has  been  laid,  and  that  engines  and  cars  are  running 
thereon  from  the  town  of  Gilroy  to  a  point  fifty  miles  there- 


83 

from,  in  a  southerly  direction  on  the  line  of  said  road  as  here- 
after constructed,  then  the  board  of  supervisors  of  said  city  and 
county  of  San  Francisco  shall  issue,  as  hereinafter  provided, 
to  said  railroad  company,  its  successors  or  assigns,  the  city 
and  county  bonds  of  said  city  and  county  of  San  Francisco,  to 
the  extent  of  two  hundred  and  fifty  bonds  of  one  thousand 
dollars  each  ;  and  upon  the  riling  of  like  proof  with  the  clerk 
of  the  aforesaid  board  of  supervisors,  that  the  track  of  said 
road  has  been  laid,  and  that  engines  and  cars  are  running 
thereon  for  one  hundred  consecutive  miles  from  the  town  of 
Gilroy,  then  the  aforesaid  board  of  supervisors  of  said  city 
and  county  of  San  Francisco  shall  issue  as  hereinafter  provided, 
to  said  railroad  company,  its  successors  or  assigns,  additional 
bonds  of  said  city  and  county,  to  the  extent  of  two  hundred 
and  fifty  bonds  of  one  thousand  dollars  each  ;  and  upon  the 
filing  of  like  proof  with  the  clerk  of  the  aforesaid  board  of 
supervisors,  that  the  track  of  said  road  has  been  laid,  and 
that  engines  and  cars  are  running  thereon  for  fifty  additional 
miles  on  said  road,  making  one  hundred  and  fifty  miles  from 
the  town  of  Gilroy,  then  the  board  of  supervisors  of  said  city 
and  county  of  San  Francisco  shall  issue,  as  hereinafter  pro- 
vided, to  said  railroad  company,  its  successors  and  assigns, 
additional  city  and  county  bonds,  to  the  extent  of  two  hundred 
and  fifty  bonds  of  one  thousand  dollars  each ;  and  upon  the 
filing  of  like  proof  with  the  aforesaid  clerk  that  the  track  of 
the  aforesaid  Southern  Pacific  Railroad  Company  has  been 
laid,  and  that  engines  and  cars  are  running  thereon  for  fifty 
additional  miles  on  said  road,  being  two  hundred  consecutive 
miles  from  the  town  of  Gilroy,  then  the  said  board  of  super- 
visors of  the  said  city  and  county  of  San  Francisco  shall  issue 
to  said  company,  its  successors  or  assigns,  as  hereinafter  pro- 
vided, additional  city  and  county  bonds,  to  the  extent  of  two 
hundred  and  fifty  bonds  of  one  thousand  dollars  each. 

Sec.  5.  Upon  proof  being  made,  by  affidavit  or  otherwise,  as 
provided  in  the  foregoing  sections,  to  the  supervisors  of  the  said 
city  and  county  therein  named,  the  mayor  and  the  treasurer  of 
the  said  city  and  county  shall  draw  and  issue  bonds  forthwith, 
and  in  denominations  of  one  thousand  dollars  each,  in  such  total 


84 


Interest. 


amounts  as  hereinbefore  prescribed  for  said  city  and  county. 
Said  bonds  shall  draw  interest  at  the  rate  of  seven  per  cent, 
per  annum  from  the  date  of  issue,  payable  upon  the  first  day 
of  January  and  the  first  day  of  July  of  each  year,  at  the  office 
of  the  treasurer  of  the  city  and  county,  until  said  bonds  are 
redeemed.  The  principal  of  said  bonds  shall  be  made  pay- 
able in  twenty  years  from  the  date  of  issue. 
stened'by  whom  ^a*a-  Donds  of  the  city  and  county  of  San  Francisco  shall 
be  signed  by  the  mayor  and  treasurer  of  said  city  and  county 
as  such  officers,  and  when  signed  shall  be  countersigned  by 
the  clerk  of  the  said  city  and  county  of  San  Francisco,  and 
the  board  of  supervisors  shall  cause  the  fact  of  the  signing 
and  countersigning  of  said  bonds  to  be  entered  upon  their 
journal,  together  with  the  number,  date  and  amount  of  each 
bond  so  signed  and  countersigned  ;  and  upon  the  countersign- 
ing of  said  bonds,  the  seal  of  the  said  city  and  county  shall  be 
affixed  to  each  bond  by  the  clerk  thereof ;  and  said  clerk  shall 
then  deliver  the  said  bonds  thus  signed,  countersigned  and 
sealed,  to  the  authorized  agent  of  such  railroad  company,  its 
successors  or  assigns;  which  delivery  shall  take  place  im- 
mediately after  the  signing,  countersigning  and  sealing  thereof, 
as  herein  provided ;  and  said  clerk  so  delivering  said  bonds 
shall  take  a  receipt  in  duplicate  for  said  bonds  so  issued  and  de- 
livered from  the  secretary  of  such  company,  setting  forth  in 
said  receipts  the  numbers  dates  and  amounts  of  said  bonds. 


Delivery. 


couponB.  Seo.  6.  Forty  coupons  for  the  interest  shall  be  attached  to  each 

bond,  so  that  the  coupons  can  be  removed  without  mutilation 
to  the  bond.  Said  coupons  shall  be  signed  by  the  treasurer 
of  said  city  and  county. 


Condition  of 
delivery. 


Sec.  7.  The  issue  and  the  delivery  of  the  bonds  of  the  city 
and  county  of  San  Francisco  to  said  Southern  Pacific  Railroad 
Company  shall  be  on  the  express  condition  that  said  Southern 
Pacific  Railroad  Company,  its  successors  and  assigns,  shall 
establish,  continue  and  maintain  its  terminus  and  passenger 
and  freight  depots  in  said  city  and  county  until  the  principal 
and  interest  of  said  bonds  are  due  and  fully  paid ;  and  to  en- 
able said  company,  its  successors  or  assigns,  to  reach  its  said 


85 

depots  and  its  lands  in  Mission  Bay,  donated  by  the  State  of 
California,  by  such  route  as  may  be  approved  by  the  mayor  or 
county  judge  of  the  city  and  county  of  San  Francisco,  the  said 
railroad  company,  its  successors  or  assigns,  is  authorized  to 
make  such  arrangements  with  the  San  Francisco  &  San  Jose 
Railroad  Company  as  may  be  necessary  to  accomplish  said 
objects  ;  and  for  that  purpose  said  last-named  company  is  em- 
powered to  do  all  necessary  acts  and  things,  and  also  to  extend 
its  road  to  said  depots  and  lands  by  such  route  as  may  be  ap- 
proved by  the  mayor  or  county  judge  of  the  city  and  county 
of  San  Francisco  as  aforesaid. 

Sec.  8.  This  act  shall  take  effect,  and  be  in  force,  from  and 
after  its  passage. 


Chapter  DLXXIX. 

[Statutes  of  California,  lSS^O,  page  883.] 

An  Act  to  aid  in  giving  effect  to  an  Act  of  Congress  relating  to  the 
Southern  Pacific  Railroad  Company. 

(Approved  April  4,  1870.) 

The  People  of  the  State  of  California,  represented  in  Senate  and 
Assembly,  do  enact  as  follows  : 

Section  I.  Whereas,  by  the  provisions  of  a  certain  act  of  ^^1° line 
Congress  of  the  United  States  of  America,  entitled  "  An  Act 
granting  lands  to  aid  in  the  construction  of  a  railroad  and  tele- 
graph line  from  San  Francisco  to  the  eastern  line  of  the  State 
of  California,"  approved  July  twenty-seventh,  eighteen  hundred 
and  sixty-six,  certain  grants  were  made  to,  and  certain  rights, 
privileges,  powers  and  authority  were  vested  in  and  conferred 
upon  the  Southern  Pacific  Railroad  Company,  a  corporation 
duly  organized  and  existing  under  the  laws  of  the  State  of 
California  :  therefore,  to  enable  the  said  company  to  more  fully 
and  completely  comply  with  and  perform  the  requirements,  pro- 
visions and  conditions  of  the  said  act  of  Congress,  and  all 
other  acts  of  Congress  now  in  force,  or  which  may  hereafter 


Extension  of 
time. 


86 

be  enacted,  the  State  of  California  hereby  consents  to  said  act, 
and  the  said  company,  its  successors  and  assigns,  are  hereby 
authorized  and  empowered  to  change  the  line  of  its  railroad  so 
as  to  reach  the  eastern  boundary  line  of  the  State  of  California 
by  such  route  as  the  company  shall  determine  to  be  the  most 
practicable,  and  to  file  new  and  amendatory  articles  of  asso- 
ciation, and  the  right,  power  and  privilege  is  hereby  granted  to, 
conferred  upon  and  vested  in  them  to  construct,  maintain  and 
operate  by  steam,  or  other  power,  the  said  railroad  and  tele- 
graph line  mentioned  in  said  acts  of  Congress,  hereby  confirm- 
ing to  and  vesting  in  the  said  company,  its  successors  and 
assigns,  all  the  rights,  privileges,  franchises,  power  and  author- 
ity conferred  upon,  granted  to  or  vested  in  said  company  by 
the  said  acts  of  Congress,  and  any  act  of  Congress  which  may 
be  hereafter  enacted. 

Seo.  II.  This  act  shall  take  effect,  and  be  in  force,  from  and 
after  its  passage. 


Chapter  CCXVIL 

[Statutes  of  California  1871-2,  Page  282.] 

An  Act  to  extend  the  time  allowed  to  the  Southern  Pacific  Railroad 
Company  and  the  Western  Pacific  Railroad  Company  in 
tuhich  to  make  the  ter minus  of  their  roads  upon  certain  lands 
donated  to  them  by  the  State  for  tliat  purpose  in  the  City  and 
County  of  San  Francisco. 

(Approved  March  6, 1872.) 

The  People  of  the  State  of  California,  represented  in  Senate  and. 
Assembly,  do  enact  as  folloivs  : 

Section  1.  The  time  within  which  the  Southern  Pacific 
Eailroad  Company  and  the  Western  Pacific  Eailroad  Com- 
pany are  required  to  make  the  terminus  of  their  roads  and 
expend  thereon  the  sum  of  one  hundred  thousand  dollars  each 
upon    certain    salt    marsh  and  tide  lands  in    the  city  and 


87 

county  of  San  Francisco,  donated  to  said  companies  for  that 
purpose  by  an  act  entitled  "  An  act  to  survey  and  dispose  of 
certain  salt  marsh  and  tide  lands  belonging  to  the  State  of 
California,"  approved  March  thirtieth,  one  thousand  eight 
hundred  and  sixty-eight,  as  extended  by  an  act  entitled  "An 
Act  to  extend  the  time  allowed  to  the  Southern  Pacific  Kail- 
road  Company  and  the  Western  Pacific  Railroad  Company,  in 
which  to  make  the  terminus  of  their  roads  upon  certain  lands 
donated  to  them  by  the  State  for  that  purpose  in  the  city  and 
county  of  San  Francisco,"  approved  April  second,  one  thou- 
sand eight  hundred  and  seventy,  is  hereby  extended  three 
months. 

Sec.    2    This  act  shall  take  effect  from  and  after  its  pass- 
age. 


88 


SUPPLEMENT. 

Continuation  of  Articles  of  Association  of  the  Southern 
Pacific  E.  E.  Co. — From  page  43. 

VIII. 


ARTICLES      OF      ASSOCIATION 

OF    THE 

SOUTHEEN  PACIFIC  BEANCH  EAILEOAD  CO. 

(Endorsed) — Filed   in    the   office  of  the  Secretary  of   State, 
December  23d,  1872. 

Drury  Melone, 

Secretary  of  State. 
By  H.  H.  Eussell, 

Deputy. 
Eecorded  Book  2,  | 
Folio  408.  J 


'     State  of  California,       ) 
Department  of  State,  j 

I,  Drury  Melone,  Secretary  of  State  of  the  State  of  Califor- 
nia, do  hereby  certify  that  I  have  compared  the  annexed  copy 
of  Articles  of  Association  of  the  Southern  Pacific  Branch  Bail- 
road  Company  with  the  original  now  t)n  file  in  my  office,  and 
that  the  same  is  a  correct  transcript  therefrom  and  of  fche 
whole  thereof. 


Witness  my  hand  and  the  great 
seal  of  State,  at  office  in  Sacramento, 

Great  Seal       ; 

of  State.         ' 

California,  the  15th   day  of  August, 

A       T\       1  0170 

A.  D.  1873. 

Drury  Melone, 

Secretary  of  State. 

By  H.  H.  Eussell, 

Deputy. 

89 


ARTICLES      OF      ASSOCIATION 

OF   THE 

SOUTHERN    PACIFIC    BRANCH    RAILROAD 
COMPANY. 

Know  all  men  by  these  presents,  that  we,  the  undersigned, 
being  subscribers  to  the  capital  stock  of  a  contemplated  rail- 
road from  a  point  on  the' Southern  Pacific  Railroad  at  or  near 
Salinas  City,  in  Monterey  County,  southeasterly  to  a  point  in 
Kern  County,  south  of  Tulare  Lake,  intersecting  the  San 
•Joaquin  Valley  Division  of  the  said  Southern  Pacific  Railroad  ; 
also  from  a  point  on  the  above  described  line  at  or  near  San 
Miguel,  in  San  Luis  Obispo  County,  thence  in  a  southerly 
direction  to  a  point  of  intersection  in  Los  Angeles  County 
with  the  line  of  the  Southern  Pacific  Railroad  running  from 
Taheechepah  Pass  by  way  of  Los  Angeles  to  Fort  Yuma ; 
which  stock  so  subscribed  by  us  amounts  to  not  less  than  one 
thousand  dollars  per  mile  for  each  mile  of  said  railroad,  and 
ten  per  cent,  in  cash  has  been  actually  and  in  good  faith  paid 
thereon  to  E.  H.  Miller,  Jr.,  one  of  the  number  who  has  been 
by  us  appointed  temporary  treasurer,  and  being  desirous  of 
forming  a  corporation  do  hereby,  at  a  regular  meeting  of  said 
stockholders,  held  pursuant  to  due  notice  thereof  in  writing, 
given  by  said  treasurer,  adopt  the  following : 

ARTICLES  OF   ASSOCIATION. 

Article  First. — We,  the  undersigned,  do  hereby  form  and  or- 
ganize ourselves  into  a  corporation,  under  and  in  pursuance  of 
an  act  of  the  State  of  California,  entitled  "An  Act  to  provide  for 
the  incorporation  of  railroad  companies  and  the  management 
of  the  affairs  thereof  and  other  matters  relating  thereto,"  ap- 
proved May  20th,  1861,  and  of  the  several  acts  supplementary 
thereto  and  amendatory  thereof,  for  the  purpose  of  purchasing, 
constructing,  owning,  maintaining  and  operating  a  railroad 
from   a   point   on   the   Southern  Pacific  Railroad  at  or  near 


90 

Salinas  City,  in  the  county  of  Monterey,  southeasterly  to  a 
point  in  Kern  County  south  of  Tulare  Lake,  intersecting  the 
San  Joaquin  Valley  Division  of  the  said  Southern  Pacific  Kail- 
road  ;  also  from  a  point  on  the  above  described  line  at  or  near 
San  Miguel,  in  San  Luis  Obispo  County,  thence  in  a  southerly 
direction  to  a  point  of  intersection  in  Los  Angeles  County, 
with  the  line  of  the  Southern  Pacific  Kailroad  running  from 
Taheechepah  Pass  by  way  of  Los  Angeles  to  Fort  Yuma.  The 
counties  into  or  through  which  the  said  railroad  is  intended  to 
pass  are  Monterey,  San  Luis  Obispo,  Kern,  Santa  Barbara 
and  Los  Angeles. 

Article  Second. — The  name  of  the  said  corporation  is  and 
shall  be  the  "  Southern  Pacific  Branch  Railroad  Company." 
The  time  of  the  existence  of  the  said  company  shall  be  fifty 
years.  And  the  length  of  the  proposed  railroad,  as  near  as  may 
be,  is  one  hundred  and  eighty  miles  for  the  first  described 
part,  and  two  hundred  and  forty  miles  for  the  second  described 
part,  being  an  aggregate  of  four  hundred  and  twenty  miles. 

Article  Third. — The  capital  stock  of  the  said  corporation 
shall  be  twenty  millions  dollars,  being  the  actual  contemplated 
cost  of  constructing  said  railroad,  together  with  the  cost  of  the 
right  of  way,  motive  power  and  every  other  appurtenance  and 
thing,  for  the  completion  and  running  of  said  road,  as  nearly 
as  can  be  estimated  by  competent  engineers. 

Said  capital  stock  shall  consist  of  and  be  divided  into  two 
hundred  thousand  shares  of  one  hundred  dollars  each. 

Article  Fourth. — The  number  of  directors  to  manage  the 
affairs  of  said  corporation  shall  be  five,  and  the  names  of  the 
persons  chosen  to  act  as  such  directors,  and  to  hold  their 
offices,  until  others  are  duly  elected,  are,  E.  H.  Miller,  Jr., 
Albert  Gallatin,  B.  B.  Redding,  Benjamin  R.  Crocker  and 
Charles  H.  Cummings,  all  of  whom  are  subscribers  to  these 
articles  of  association. 

In  testimony  whereof,  we  have  hereunto  severally  subscribed 
our  names,  places  of  residence  and  the  number  of  said  shares 
of  stock  held  by  each,  this  20th  day  of  December,  1872. 


Ill 


Names. 

Residence. 

No.  of  Shares. 

Amount. 

E.  H.  Miller,  Jr 

Sacramento. 

Five. 

Five. 

Five. 

Five. 

Five. 
2,085  shares. 
2,085 

Five. 

Five. 

Five. 

$500 

Albert  Gallatin 

500 

W.  R.  S.Foye 

500 

C.  H.  Cummings 

500 

E.  J.  Robinson 

500 

Leland  Stanford 

208,500 

2o8,500 

500 

500 

Benjamin  l>.  Redding 

K.   W.  Hopkins 

B.  R.  Crocker 

500 

. 

4,210  shares. 

$421,000 

State  of  California,         ) 
County  of  Sacramento,  j 

On  this  twenty-third  day  of  December,  A.  D.  1872,  person- 
ally appeared  before  the  undersigned,  a  notary  public  in  and 
for  said  county  of  Sacramento,  Charles  H.  Cummings,  E.  H. 
Miller,  Jr.,  and  Albert  Gallatin,  three  of  the  directors  of  the 
"  Southern  Pacific  Branch  Kailroad  Company,"  who  being  by 
me  duly  sworn,  say,  that  more  than  one  thousand  dollars  for 
each  and  every  mile  of  the  railroad  proposed  and  mentioned 
in  the  foregoing  articles  of  association,  to  wit,  four  hundred 
and  twenty-one  thousand  ($421,000)  dollars  have  actually  and 
in  good  faith  been  subscribed  to  the  capital  stock  of  said  com- 
pany by  the  persons  whose  names  appear  subscribed  to  the 
said  articles  of  association,  and  that  ten  per  cent,  on  the  said 
amount  so  subscribed,  to  wit,  forty-two  thousand  one  hundred 
($42,100)  dollars  have  actually  and  in  good  faith  been  paid  in 
cash  to  E.  H.  Miller,  Jr.,  the  treasurer  named  and  appointed 
by  said  subscribers  from  among  their  number,  and  that  the 
said  subscribers  are  all  known  to  the  said  three  directors,  and 
to  each  of  them,  to  be  subscribers  to  said  articles  of  associa- 
tion, and  to  be  the  persons  so  represented. 

(Signed)  E.  H.   Miller,  Jr. 

11  Albert  Gallatin, 

"  C.  H.   Cummings. 

Subscribed  and  sworn  to  before  me,  | 
this  23d  day  of  Dec,  A.  D.  1872,    j 

(Signed)        Charles  J.  Torbert, 


Notarial 
Seal. 


Notary  Public, 
in  and  for  Sacramento  County, 
State  of  California, 


92 


IX. 

Certified   copy  Articles  of  Association,    Amalgamation 
and  Consolidation  of  the  Southern  Pacific  Railroad  Com- 
pany and  the  Southern  Pacific  Branch  Railroad  Company* 
Endorsed — Filed  in  the  office  of  the  Secretary  of  State  August 
19th,  1873. 

Drury  Melone, 

Secretary  of  State. 
By  H.  H.  Russell, 
Deputy. 

r 

State  of  California,     ) 
Department  of  State.  f 

I,  Drury  Melone,  Secretary  of  State  of  the  State  of  Califor- 
nia, do  hereby  certify  that  I  have  compared  the  annexed  copy 
of  Articles  of  Association,  Amalgamation  and  Consolidation 
of  the  Southern  Pacific  Railroad  Co.  with  the  Southern 
Pacific  Branch  Railroad  Co.,  with  the  original  now  on  file  in 
my  office,  and  that  the  same  is  a  correct  transcript  therefrom, 
and  of  the  whole  thereof. 

Witness  my  hand  and  the  great  seal  of  State,  at 
[seal.]  office,  in  Sacramento,  California,  the  19th  day 

of  August,  A.  D.  1873. 

Drury  Melone, 

Secretary  of  State. 

By  H.  H.  Russell, 
Deputy. 


93 

Articles  of  Association,  Amalgamation  and  Consolidation, 
made  and  executed  on  this  the  twelfth  day  of  August,  A.  D. 
1873,  by  and  between  the  Southern  Pacific  Railroad  Company, 
of  the  first  part,  and  the  Southern  Pacific  Branch  Railroad 
Company,  of  the  second  part. 

Witnesseth. — That  whereas  the  said  party  of  the  first  part, 
heretofore,  to  wit,  on  the  eleventh  day  of  October,  A.  D.  1870, 
was  duly  incorporated  and  organized  under  the  laws  of  the 
State  of  California,  by  the  amalgamation  and  consolidation  of 
the  following  railroad  corporations,  theretofore  existing  under 
the  laws  of  said  State,  to  wit,  The  San  Francisco  &  San  Jose 
Railroad  Company,  the  Santa  Clara  &  Pajaro  Valley  Railroad 
Company,  The  Southern  Pacific  Railroad  Company,  and  the 
California  Southern  Railroad  Company,  pursuant  to  articles  of 
amalgamation  and  consolidation  of  that  date,  by  them  agreed 
upon,  which  articles  were  subsequently  amended,  to  wit,  on 
the  eleventh  day  of  April,  A.  D.  1871,  by  virtue  of  the  laws  of 
said  State,  whereby  said  corporation  became  duly  incorporated 
and  organized  under  the  laws  of  said  State,  for  the  purpose  of 
purchasing,  constructing,  owning,  maintaining  and  operating 
a  continuous  line  of  railroad  from  the  City  of  San  Francisco, 
in  the  State  of  California,  through  the  City  and  County  of  San 
Francisco,  the  Counties  of  San  Mateo,  Santa  Clara,  Monterey, 
Fresno,  Tulare,  Kern,  San  Bernardino  and  San  Diego,  to  some 
point  on  the  Colorado  River,  in  the  south-eastern  part  of  the 
State  of  California,  a  distance  of  seven  hundred  and  twenty 
miles,  as  near  as  may  be.  Also,  a  line  of  railroad  from  a  point 
at  or  near  Tehichipa  Pass,  by  way  of  Los  Angeles,  to  the 
Texas  Pacific  Railroad,  at  or  near  the  Colorado  River,  a  dis- 
tance of  three  hundred  and  twenty-four  miles,  as  near  as  may 
be  ;  also,  a  line  of  railroad  from  the  town  of  Gilroy,  in  the 
County  of  Santa  Clara,  in  said  State,  passing  through  said 
county  and  the  counties  of  Santa  Cruz  and  Monterey,  to  a 
point  at  or  near  Salinas  City,  in  said  last-named  county,  a  dis- 
tance of  forty-five  miles,  as  near  as  may  be,  and  also  such 
branches  to  said  lines  as  the  Board  of  Directors  of  said  cor- 
poration may  consider  advantageous  to  said  corporation,  and 
direct  to  be  established. 


94 

And  whereas,  The  said  party  of  the  second  part  was,  hereto- 
fore, to  wit,  on  the  twenty-third  day  of  December,  A.  D.  1872, 
duly  incorporated  and  organized  under  the  laws  of  the  State  of 
California,  for  the  purpose  of  purchasing,  constructing,  owning, 
maintaining  and  operating  a  railroad  from  a  point  on  the 
Southern  Pacific  Railroad  (the  railroad  of  the  party  of  the  first 
part),  at  or  near  Salinas  City,  in  the  county  of  Monterey, 
south-easterly  to  a  point  in  Kern  County,  south  of  Tulare 
Lake,  intersecting  the  San  Joaquin  Valley  division  of  the  said 
Southern  Pacific  Railroad  ;  also,  from  a  point  on  the  above 
described  line,  at  or  near  San  Miguel,  in  San  Luis  Obispo 
county,  thence  in  a  southerly  direction  to  a  point  of  inter- 
section in  Los  Angeles  county  with  the  line  of  the  said  Southern 
Pacific  Railroad  running  from  Tehichipa  Pass,  by  way  of  Los 
Angeles"to  Fort  Yuma,  said  roads  passing  into  or  through  the 
counties  of  Monterey,  San  Luis  Obispo,  Kern,  Santa  Barbara 
and  Los  Angeles,  and  said  roads,  in  the  aggregate,  being  as 
near  as  may  be,  four  hundred  and  twenty-eight  miles  in  length. 

And  ivhereas,  Said  parties  believe  a  consolidation  and 
amalgamation  of  their  capital  stocks,  debts,  properties,  assets, 
roads,  telegraphs,  land  and  franchises  will  be  mutually  advan- 
tageous ; 

And  ivhereas,  More  than  three-fourths  in  value  of  all  the 
stockholders  in  interest  of  each  of  said  parties  have  consented, 
in  writing,  to  such  amalgamation  and  consolidation  upon  the 
terms  and  conditions  hereinafter  set  forth. 

Noiv,  therefore,  under  and  by  virtue  of  the  statute  of  the  State 
of  California,  in  such  case  made  and  provided,  the  said  parties 
do  hereby  mutually  covenant  and  agree,  each  with  the  other, 
to  the  following  articles,  to  wit : 

Article  First.— Said  parties  do  hereby  amalgamate  and 
consolidate  themselves  into  a  new  corporation,  under  the  name 
and  style  of  the  Southern  Pacific  Railroad  Company,  which 
new  corporation  shall  continue  in  existence  for  the  period  of 
fifty  years  from  the  date  of  these  articles ;  and  they  do  further 


95 

consolidate  and  amalgamate  their  several  capital  stocks,  debts, 
properties,  assets,  roads,  telegraphs,  lands,  franchises,  rights, 
titles,  privileges,  claims  and  demands  of  every  kind  whatsoever, 
as  well  in*  possession  as  in  expectancy,  at  law  or  in  equity,  and 
do  grant,  convey  and  vest  the  same  in  the  said  new  corporation, 
as  fully  as  the  same  are  now  severally  held  and  enjoyed  by  them 
respectively,  subject,  however,  to  all  conditions,  obligations, 
stipulations,  contracts,  agreements,  liens,  mortgages,  incum- 
brances, judgments,  claims  and  charges  thereon  or  in  anywise 
affecting  the  same  or  any  part  thereof. 

Article  Second. — The  object  and  purpose  of  said  new  cor- 
poration shall  be  to  purchase,  construct,  own,  maintain  and 
operate  the  several  lines  of  railroad   hereinbefore   described, 
to  wit :  a  line  of  railroad  from  the  city  of  San  Francisco,  in  the 
State  of  California,  through  the  city  and  county  of  San  Fran- 
cisco, the   counties   of   San    Mateo,  Santa   Clara,   Monterey, 
Fresno,  Tulare,  Kern,  San  Bernardino  and  San  Diego  to  some 
point  on  the  Colorado  River  in  the  southeastern  part  of  the 
State   of  California,  a  distance  of  seven  hundred  and  twenty 
miles,  as  near  as  may  be  ;  also  a  line  of  railroad  from  a  point 
at  or  near  Tehichipa  Pass,  by  way  of  Los  Angeles  to  the  Texas 
Pacific  Railroad,  at  or  near  the  Colorado  River,  passing  through 
the  counties  of  Los  Angeles,  San  Bernardino  and  San  Diego,  a 
distance  of  three  hundred  and  twenty-four  miles,  as  near  as 
may  be  ;  also  a  line  of  railroad  from  the  town  of  Gilroy,  in  the 
county  of  Santa  Clara,  in   said   State,  passing  through  said 
county  and  the  counties  of  Santa  Cruz  and  Monterey  to  a  point 
at  or  near  Salinas  City,  in  said  last  named  county,  a  distance  of 
forty-five  miles,  as  near  as  may  be ;  also  a  line  of  railroad  from 
a  point  on  the  line  thirdly  above  described  at  or  near  Salinas 
City,  in  the  county  of  Monterey,  southeasterly  through  said 
county  and  into  Kern  county  to  a  point  south  of  Tulare  Lake, 
in  said  last  named  county,  intersecting  at  said  point  the  line  of 
railroad  first  above  described,  a  distance  of  one  hundred  and 
eighty  miles,  as  near  as  may  be  ;  also  a  line  of  railroad  from  a 
point  on  the  last  above  described  line,  at  or  near  San  Miguel, 
in  the  county  of  San  Luis  Obispo,  thence  in  a  southerly  direc- 
tion through  said  county,  the  county  of  Santa  Barbara  and  into 


96 

the  county  of  Los  Angeles  to  a  point  of  intersection  with  the 
line  of  railroad  secondly  above  described,  to  wit :  the  line  from 
Tehichipa  Pass  by  way  of  Los  Angeles  to  the  Texas  Pacific 
Railroad  at  or  near  the  Colorado  River,  a  distance  of  Jwo  hun- 
dred and  forty  miles,  as  near  as  may  be,  making  in  all  fifteen 
hundred  and  nine  miles,  as  near  as  may  be,  and  such  branches 
to  said  lines  as  the  Board  of  Directors  of  said  new  corporation 
may  hereafter  from  time  to  time  establish. 

Article  Third. — The  Board  of  Directors  of  said  new  cor- 
poration shall  consist  of  seven  persons,  and  the  following  named 
persons  shall  act  as  such  directors  until  their  successors  shall 
have  been  duly  elected  pursuant  to  the  by-laws  of  said  new 
corporation  hereafter  to  be  adopted,  viz. :  C.  P.  Huntington, 
D.  D.  Colton,  Robert  Robinson,  Charles  Mayne,  S.  T.  Gage,  E. 
H.  Miller,  Jr.,  and  J.  L.  Willcutt. 

Article  Fourth. — The  capital  stock  of  said  new  corporation 
shall  be  ninety  million  dollars,  divided  into  nine  hundred  thous- 
and shares  of  one  hundred  dollars  each,  that  sum  being  the 
contemplated  actual  cost  of  said  railroads,  including  telegraph 
lines,  rolling  stock,  motive  power,  shops,  depots,  etc. 

Article  Fifth. — Each  stockholder  of  each  of  said  parties 
shall  have  the  same  number  of  shares  of  the  capital  stock  of  the 
new  corporation  which  he  now  owns  and  holds  of  the  capital 
stock  of  his  respective  company,  upon  the  same  terms  and  con- 
ditions, aud  shall  be  entitled  to  receive  from  said  new  corpora- 
tion certificates  therefor,  where  the  same  has  been  fully  paid 
up,  upon  the  surrender  of  the  certificates  now  held  by  him,  and 
where  the  same  has  not  been  fully  paid  up,  he  shall  receive 
such  other  evidence  of  his  ownership  as  the  Board  of  Directors 
of  said  new  corporation  shall  direct,  upon  the  surrender  of  such 
evidence  of  his  ownership  of  such  unpaid  stock  as  he  may  now 
hold. 

Article  Sixth. — And  the  said  several  parties  of  the  first  and 
second  parts,  each  for  itself,  hereby  sells,  assigns,  transfers, 
grants,  bargains,  releases  and  conveys  to  the  said  new  and  con- 
solidated company  and  corporation,  its  successors  and  assigns 


97 

forever,  all  its  property,  real,  personal  and  mixed  of  every  kind 
and  description,  all  its  capital  stock,  all  its  interest  in  the  shares 
of  its  capital  stock  subscribed  but  not  fully  paid  for;  all  credits, 
effects,  judgments,  decrees,  contracts,  agreements,  claims,  dues 
and  demands  of  every  kind  and  description,  and  all  rights, 
privileges  and  franchises,  corporate  and  otherwise,  held,  owned, 
or  claimed  by  said  parties  of  the  first  and  second  parts,  or 
either  of  them,  in  possession  or  expectancy,  either  at  law  or  in 
equity,  subject,  however,  to  all  conditions,  obligations,  stipula- 
tions, contracts,  agreements,  liens,  mortgages,  incumbrances, 
claims  and  charges  thereon,  or  in  anywise  affecting  the  same. 

Article  Seventh. — The  said  new  and  consolidated  company 
and  corporation  is  to  be  liable  for,  and  shall  fulfill,  perform, 
do  and  pay  all  and  each  of  the  contracts  and  agreements, 
covenants,  duties,  obligations,  liabilities,  debts,  dues  and  de- 
mands of  the  said  several  parties  of  the  first  and  second  parts  ; 
but  this  amalgamation  and  consolidation  shall  not  in  any  way 
relieve  the  said  parties  of  the  first  and  second  parts,  or  the 
stockholders  thereof,  from  any  and  all  just  liabilities. 

In  testimony  whereof,  the  said  party  of  the  first  part  has 
caused  this  instrument  to  be  signed  by  its  vice-president  (the 
president  being  absent)  and  its  secretary,  and  its  corporate 
seal  to  be  thereunto  affixed,  and  the  said  party  of  the  second 
part  has  caused  this  instrument  to  be  signed  by  its  president 
and  secretary,  and  its  corporate  seal  thereunto  affixed,  in  pur- 
suance of  orders  and  resolutions  of  their  several  Boards  of  Di- 
rectors, made  on  the  twelfth  day  of  August,  1873. 

SOUTHERN  PACIFIC  RAILROAD  COMPANY. 

(Signed)  By  David  D.  Colton, 

rr*  o     i  n  Vice-President. 

[Corporate  Seal.]  ,a.       ,.  T   T    _ 

L       r  (Signed)  J.  L.  Wilcutt, 

Secretary. 

SOUTHERN  PACIFIC  BRANCH  RAILROAD  COMPANY. 

By  B.  R.  Crocker, 
~     ,  President. 

Lbea  J  By  E.  H.  Miller,  Jr., 

Secretary. 


98 

We,  the  undersigned,  being  the  holders  of  stock  to  the 
extent  of  more  than  three-fourths  of  the  value  of  all  stock- 
holders in  interest  of  the  said  Southern  Pacific  Railroad 
Company,  party  of  the  first  part,  to  the  foregoing  new  articles 
of  association,  amalgamating  and  consolidating  the  said  parties 
of  the  first  and  second  parts,  hereby  consent  to  such  amalga- 
mation and  consolidation  and  to  the  said  new  articles  of  asso- 
ciation, this  twelfth  day  of  August,  A.  D.  1873. 
(Signed)  Leland  Stanford, 

Contract  and  Finance  Co., 
Per  W.  E.  Brown,  Secretary. 
Mark  Hopkins, 
Robert  Robinson, 
S.  T.  Gage, 
Chas.  Mayne, 
David  D.  Colton, 
J.  L.  Willcutt, 
E.  H.  Miller,  Jr. 


We,  the  undersigned,  being  the  holders  of  stock  to  the  extent 
of  more  than  three-fourths  of  the  value  of  all  stockholders  in 
interest  of  the  said  Southern  Pacific  Branch  Railroad  Company, 
party  of  the  second  part  to  the  foregoing  new  articles  of  asso- 
ciation, amalgamating  and  consolidating  the  said  parties  of  the 
first  and  second  parts,  hereby  consent  to  such  amalgamation 
and  consolidation  and  to  the  said  new  articles  of  association, 
this  twelfth  day  of  August,  A.  D.  1873. 

(Signed)  Leland  Stanford, 

E.  H.  Miller,  Jr., 
Albert  Gallatin, 
Mark  Hopkins, 
E.  W.  Hopkins, 

C.  H.  CUMMLNGS, 

B.  R.  Crocker. 


99 


Y. 


Articles    op    Incorporation 


LOS  ANGELES  &  SAN  PEDRO  RAILROAD  COMPANY. 


State  of  California, 

Department  of  State 


.! 


;     U.  S.  Int.  Rev.     : 
:  Stamp,  5  cents.    : 


I,  H.  L.  Nichols,  Secretary  of  State  of  the  State  of  Califor- 
nia, do  hereby  certify  that  the  annexed  is  a  true,  full  and  cor- 
rect copy  of  certificate  of  incorporation  of  the  Los  Angeles  & 
San  Pedro  Railroad  Company,  now  on  file  in  my  office. 


Witness  my  hand  and  the  great  seal  of 
State,  at  office  in  Sacramento,  Cali- 
fornia, the  ninth  day  of  April,  A.  D. 
1868. 


SKAL     09      THE 

State  of 
California. 


H.  L.  Nichols, 

Secretary  of  State. 
By  Lew  B.  Harris, 

Deputy. 


100 

We,  the  undersigned,  do  hereby  form  ourselves  into  an  asso- 
ciation for  the  purpose  of  constructing  and  maintaining  a  rail- 
road from  the  city  of  Los  Angeles,  in  the  county  of  Los  Angeles, 
State  of  California,  to  the  bay  of  San  Pedro,  its  vicinity,  and  of 
constructing  or  purchasing  at  said  bay  all  necessary  wharves 
and  lighters  for  the  use  of  said  road,  which  said  road,  as  near 
as  can  be  estimated,  will  be  in  length  twenty-five  miles,  and  we 
the  undersigned  do  hereby  severally  subscribe  to  the  stock  of 
said  road,  the  amounts  set  opposite  to  our  names,  as  follows  : 

John  G.  Downey,  twenty-five  hundred  dollars  in  United 
States  gold  coin. 

John  King,  twenty-five  hundred  dollars  in  United  States 
gold  coin. 

John  S.  Griffin,  twenty-five  hundred  dollars  in  United  States 
gold  coin. 

J.  A.  Sanchez,  twenty-five  hundred  dollars  in  United  States 
gold  coin. 

P.  Beaudry,  twenty-five  hundred  dollars  in  United  States 
gold  coin. 

D.  W.  Alexander,  twenty- five  hundred  dollars  in  United 
States  gold  coin. 

Jas.  Huber,  Jr.,  twenty-five  hundred  dollars  in  United  States 
gold  coin. 

S.  Lazard,  twenty-five  hundred  dollars  in  United  States 
gold  coin. 

J.  A.  Hay  ward,  twenty-five  hundred  dollars  in  United  States 
gold  coin. 

Herman  W.  Hellman,  twenty-five  hundred  dollars  in  United 
States  gold  coin. 

M.  Keller,  twenty-five  hundred  dollars  in  United  States  gold 
coin. 

Stephen  H.  Mott,  twenty-five  hundred  dollars  in  United 
States  gold  coin. 

O.  W.  Childs,  twenty-five  hundred  dollars  in  United  States 
gold  coin. 

dollars  in  United  States  gold  coin. 

dollars  in  United  States  gold  coin. 


101 

And  we,  the  undersigned,  do  hereby  appoint  Prudent  Beaudry 
as  the  treasurer  of  this  association. 

Given  under  our  hands  and  seals  this  29th  day  of  November, 
A.  D.  1867. 

John  G.  Downey.  [seal.] 

John  S.  Griffin,  [seal.] 

P.  Beaudry,  [seal.] 

Joseph  Htjber,  Jr.,  [seal.] 

F.  W.  Gibson,  [seal.] 

F.  P.  F.  Pimple,   '  [seal.] 

D.  E,  Howard,  [seal.] 

Herman  W.  Hellman,  [seal.] 

John  King,  [seal.; 

J.  A.  Sanchez,  [seal.] 

D.  Alexander,  [seal.] 

S.  Lazard,  [seal.] 

J.  0.  Leunseuain  [seal.] 

B.  D.  Wilson,  [seal.] 

J.  A.  Hayward,  [seal.] 

Mathew  Keller.  [seal.] 

Receipt  of  the  treasurer  of  the  Los  Angeles  &  San  Pedro 
Railroad  Company. 

I,  Prudent  Beaudry,  treasurer  of  said  company,  as  appears 
from  the  paper  hereto  attached,  do  hereby  certify  and  acknowl- 
edge that  I  have,  as  treasurer  of  said  company,  received  from 
the  several  stockholders  in  said  company  the  several  amounts 
set  opposite  their  names  as  follows  : 

O.  W.  Childs,  two  hundred  and  fifty  dollars  in  U.  S.  gold 
coin. 

John  King,  two  hundred  and  fifty  dollars  in  U.  S.  gold 
coin. 

John  8.  Griffin,  two  hundred  and  fifty  dollars  in  U.  S.  gold 
coin. 

P.  Beaudry,  two  hundred  and  fifty  dollars  in  U.  S.  gold 
coin. 


102 

D.  W.  Alexander,  two  hundred  and  fifty  dollars  in  U.  S.  gold 
coin. 

Joseph  Huber,  Jr.,  two  hundred  and  fifty  dollars  in  TJ.  S. 
gold  coin. 

S.  A.  Lazard,  two  hundred  and  fifty  dollars  in  U.  S.  gold 
coin. 

Mathew  Keller,  two  hundred  and  fifty  dollars  in  U.  S.  gold 
coin. 

H.  W.  Hellman,  two  hundred  and  fifty  dollars  in  U.  S.  gold 
coin. 

S.  H.  Mott,  two  hundred  and  fifty  dollars  in  U.  S.  gold 
coin. 

J.  G.  Downey,  two  hundred  and  fifty  dollars  in  U.  S.  gold 
coin. 

J.  A.  Hayward,  two  hundred  and  fifty  dollars  in  U.  S.  gold 
coin. 

in  U.  S.  gold  coin. 

in  U.  S.  gold  coin. 

in  U.  S.  gold  coin. 

in  U.  S.  gold  coin. 

in  U.  S.  gold  coin. 

in  U.  S.  gold  coin. 

in  U.  S.  gold  coin. 

in  U.  S.  gold  coin. 

in  U.  S.  gold  coin. 

Given  under  my  hand  this  12th  day  of  February,  A.  D.  1868. 

P.  Beaudry, 

{Int.  Rev      1  Treasurer  of  the  Los  Angeles  & 

Canceled,     \  San   Pedro   Eailroad  Com- 

pany. 


103 

Articles  of  Association  of  the  "  Los  Angeles  &  San  Pedro 
Railroad  Company." 

At  a  general  meeting  of  the  stockholders  of  the  Los  Angeles 
&  San  Pedro  Railroad  Company,  held  at  the  city  of  Los  An- 
geles, State  of  California,  on  this  12th  day  of  February,  A.  D. 
1868. 

Present — The  members  and  stockholders  of  said  company, 
as  follows  : 

John  G.  Downey,  John  King,  John  S.  Griffin, 

P.  Boaudry,  D.  W.  Alexander,  Joseph  Huber,  Jr., 

S.  Lazard,  J.  A.  Hayward  H.  W.  Hellman. 

Matthew  Keller,  S.  H.  D.  Mott. 

And  on  the  production  of  the  company  treasurer's  receipt 
hereto  attached  for  the  sum  of  twenty-five  hundred  dollars 
and  fifty  cents  in  United  States  gold  coin,  the  same  being  in 
excess  of  the  ten  per  cent,  in  cash  of  the  amount  required  by 
law  to  be  actually  paid  on  our  subscriptions  to  the  capital 
stock  of  said  railroad  company  ;  we  the  undersigned  hereby 
waiving  the  five  days'  notice  of  this  meeting  from  the  said  com- 
pany treasurer,  as  provided  by  law,  do  hereby  make  and  adopt 
the  following  articles  of  association  : 


'n 


Article  I.  The  corporate  name  of  this  association  is,  and 
shall  be,  "  The  Los  Angeles  &  San  Pedro  Railroad  Company." 

x^rticle  II.  The  amount  of  the  capital  stock  of  this  corpora- 
tion is,  and  shall  be,  the  sum  of  five  hundred  thousand  ($500,000) 
dollars  in  United  States  gold  coin,  and  the  same  shall  be 
divided  into  shares  of  one  hundred  dollars  each,  of  like  gold 
coin  of  the  United  States ;  which  said  sum  of  five  hundred 
thousand  dollars  in  United  States  gold  coin  is  the  actual  con- 
templated cost  of  constructing  said  railroad  from  the  city  of 
Los  Angeles,  in  the  county  of  Los  Angeles,  State  of  California, 
to  the  Bay  of  San  Pedro,  in  said  county,  together  with  the  cost 
of  right  of  way,  motive  power  and  construction  or  purchase  of 
wharf  and  lighters  at  the  bay  of  San  Pedro,  and  for  every  other 


104 

appurtenance  and  thing,  as  nearly  as  can  be  estimated  by  com- 
petent engineers. 

Article  III.  The  number  of  directors  who  are  to  manage  the 
affairs  of  said  railroad  company,  until  others  are  elected  at  the 
first  company  meeting  hereafter  held,  as  shall  be  provided  by 
the  "  By-Laws  "  of  this  company,  shall  be  five,  and  their  names 
are  as  follows : 

John  G.  Downey,  D.  W.  Alexander,        J.  S.  Griffin. 

John  King,  Matthew  Keller, 

Article  IV.  The  Los  Angeles  &  San  Pedro  Kailroad  Com- 
pany is  to  extend  from  the  city  of  Los  Angeles,  in  the  county  of 
Los  Angeles,  State  of  California,  to  a  point  on  or  near  the  bay 
of  San  Pedro,  in  said  county,  and  the  length  of  said  road  is  to 
be,  as  near  as  may  be,  the  distance  of  twenty-five  miles. 

Article  V.  The  principal  place  of  business  of  said  corpora- 
tion is  intended  to  be,  and  shall  be,  at  the  city  of  Los  Angeles, 
in  the  county  of  Los  Angeles,  State  of  California. 

Article  VI.  This  corporation  shall  continue  for  the  period 
of  49  years  from  the  12th  day  of  February,  A.  D.  1868. 

We,  the  subscribers,  in  testimony  of  the  above  and  in  pursuance 
of  law,  do  hereunto  personally  and  severally  subscribe  bur 
names,  with  our  several  places  of  residence  and  the  several 
shares  of  stock  taken  by  us  in  said  company  set  opposite  to 
our  names. 

D.  W.  Alexander,  of  Los  Angeles,  twenty-five  (25)  shares, 

John  S.  Griffin,  of  Los  Angeles,  twenty-five  (25)  shares. 

Joseph  Huber,  Jr.,  of  Los  Angeles,  twenty-five  (25)  shares. 

John  G.  Downey,  of  twenty-five  (25)  shares. 

John  King,  of  Los  Angeles,  twenty-five  (25)  shares. 

O.  W.  Childs,  of  Los  Angeles,  twenty-five  *(25)  shares. 

Herman  W.  Hellman,  of  Los  Angeles,  twenty-five  (25)  shares. 

P.  Beaudry,  of  Los  Angeles,  twenty -five  (25)  shares. 

S.  Lazard,  of  Los  Angeles,  twenty-five  (25)  shares. 

Jas.  A.  Hayward,  of  Los  Angeles,  twenty-five  (25)  shares. 

Matthew  Keller,  of  Los  Angeles,  twenty-five  (25)  shares. 


105 

Stephen  H.  Mott,  of  Los  Angeles,  twenty-five  (25)  shares, 

of  shares, 

of  shares, 

of  shares, 

of  shares, 

of  shares, 

of  shares, 

of  shares. 

State  of  California,      )  gg  . 
County    of  Los   Angeles,  j 

This  day,  John  G.  Downey,  Matthew  Keller  and  John  King, 
parties  whose  names  are  signed  to  the  foregoing  articles  of 
association  and  to  me  well  known,  personally  appeared  before 
the  undersigned  at  the  said  county,  and  being  duly  sworn  on 
oath,  say,  each  for  himself  and  not  for  the  other,  that  the  said 
sum  of  twenty-five  hundred  and  /^  dollars  in  U.  S.  gold  coin, 
of  the  stock  of  the  Los  Angeles  &  San  Pedro  Railroad  Com- 
pany has  been  subscribed,  and  that  ten  per  cent,  in  cash 
thereon,  in  like  gold  coiu,  has  actually  and  in  good  faith  been 
paid  over  to  the  treasurer  of  said  company,  and  that  the  sub- 
scribers to  said  articles  are  all  known  by  said  affiants  to  be 
subscribers  thereto,  and  to  be  the  persons  so  represented, 
and  that  said  affiants  are  directors  in  said  company. 


nt.  Ilev.  Stamp,       ) 

5  cents,  > 

canceled.  ) 


\ 

Given  under  my   hand,  this   12th  day   of  February,   A.  D. 

1868. 

Matthew  Keller, 

John  King, 
John  G,  Downey. 
Sworn  and  subscribed  to  before  me,  j 
this  12th  day  of  February,  1868,  J 

[seal.]  Geo.  J.  Clark, 

Notary  Public. 

(Endorsed.)— Los  Angeles  &  San  Pedro  Railroad  Company, 
Articles  of  Incorporation. — Filed  in  the  office  of  the  sec- 
retary of  State,  February  18th,  1868,  H.  L.  Nichols,  Sec. 
of  State,  by  Lew  B.  Harris,  Dep. 

!5  cent 
Int.  Rev.    Stamp, 
canceled. 


106 

XI. 

Certified  copy  Articles  of  Association,  Amalgamation  and 
Consolidation  of  the  Southern  Pacific  Railroad  Company 
and  the  Los  Angeles  &  San  Pedro  Railroad  Company. 

Endorsed — Filed  in  the  office  of  the  Secretary  of  State,  Dec. 
18th,  1874. 

Drury  Melone, 

Secretary  of  State. 

By  N.  E.  White. 

State  of  California,  ) 
Department  ol  State.        ) 

I,  Drury  Melone,  Secretary  of  State  of  the  State  of  Califor- 
nia, do  hereby  certify  that  I  have  compared  the  annexed  copy 
of  Articles  of  Association,  Amalgamation  and  Consolidation, 
with  the  original  now  on  file  in  my  office,  and  that  the  same  is 
a  correct  transcript  therefrom,  and  of  the  whole  thereof. 

Witness  my  hand  and  the  great  seal  of  State,  at 
office,  in  Sacramento,  California,  the  18th  day 
of  December,  A.  D.  1874. 
[seal.]  Drury  Melone, 

Secretary  of  State. 
By  N.  E.  White, 

Deputy. 

Articles  of  Association.  Amalgamation  and  Consolidation, 
made  and  executed  this  17th  day  of  December,  A.  D.  1874,  by 
and  between  the  Southern  Pacific  Railroad  Company,  of  the 
first  part,  and  the  Los  Angeles  and  San  Pedro  Railroad  Com- 
pany, party  of  the  second  part :  Witnesseth,  that  whereas,  the 
said  party  of  the  first  part,  heretofore,  to  wit — on  the  19th 
day  of  August,  A  D.  1873,  was  duly  incorporated  and  organ- 
ized under  the  law  of  the  State  of  California,  by  the  amalga- 
mation and  consolidation  of  the  following  railroad  corporations, 
theretofore  existing  under  laws  of  said  state,  to  wit :  The  San 
Francisco  <fe    San  Jose  Railroad  Company,  the    Santa   Clara 


107 

&  Pajaro  Eailroad  Company,  the  Southern  Pacific  Kailroad 
Company,  the  California  Southern  Eailroad  Company,  and  the 
Southern  Pacific  Branch  Railroad  Company,  all  of  said  rail- 
road companies  being  incorporated  and  duly  organized  under 
the  laws  of  the  State  of  California,  prior  to  the  31st  day  of 
December,  A.  D.  1872,  pursuant  to  articles  of  amalgamation 
and  consolidation  of  that  date  by  them  agreed  upon,  which,  by 
virtue  of  the  law  of  said  State,  entitled  "  an  Act  to  provide  for 
the  Incorporation  of  Eailroad  Companies  and  the  Management 
of  the  affairs  thereof,  and  other  matters  relating  thereto,"  ap- 
proved May  20th,  1861,  whereby  said  corporation  became  duly 
incorporated  and  organized  under  the  laws  of  said  state  for 
the  purposes  of  purchasing,  constructing,  owning,  maintaining 
and  operating  continuous  lines  of  railroad  from  the  city  and 
county  of  San  Francisco,  in  the  State  of  California,  through  the 
city  and  county  of  San  Francisco,  the  counties  of  San  Mateo, 
Santa  Clara,  Monterey,  Fresno,  Tulare,  Kern,  San  Bernardino 
and  San  Diego,  to  some  point  on  the  Colorado  River,  in  the 
southeastern  part  of  the  State  of  California,  a  distance  of  six 
hundred  and  thirty-five  and  fW  miles,  as  near  as  may  be ;  also 
a  line  of  railroad  from  a  point  at  or  near  Tehachapa  Pass,  by 
way  of  Los  Angeles,  to  the  Texas  Pacific  Eailroad,  at  or  near 
the  Colorado  Eiver,  a  distance  of  three  hundred  and  fifty-six 
and  TJ,T  miles,  as  near  as  may  be;  also  a  line  of  railroad  from 
the  town  of  Gilroy,  in  the  county  of  Santa  Clara,  in  said  state, 
passing  through  said  county,  and  the  counties  of  Santa  Cruz 
and  Monterey,  to  a  point  at  or  near  Salinas  City,  in  said  last 
named  county,  a  distance  of  thirty-five  and  ^  miles,  as  near 
as  may  be,  and  also  such  branches  to  said  lines  as  the  Board 
of  Directors  of  said  corporation  may  consider  advantageous 
to  said  corporation  and  direct  to  be  established  ;  and  also  from 
a  point  on  said  road  aforesaid,  at  or  near  Salinas  City,  in  the 
county  of  Monterey,  southerly  to  a  point  in  Kern  county, 
south  of  Tulare  Lake,  intersecting  the  San  Joaquin  division  of 
the  said  Southern  Pacific  Eailroad ;  also  from  a  point  on  the 
above  described  line,  at  or  near  San  Miguel,  in  San  Luis 
Obispo  county ;  thence  in  a  southerly  direction  to  a  point  of 
intersection  in  Los  Angeles  county,  with  the  line  of  the  said 
Southern  Pacific  Eailroad,  running  from  Tehachapa  Pass,  by 


108 

way  of  Los  Angeles  to  Fort  Yuma;  said  roads  passing  into 
or  through  the  counties  of  Monterey,  San  Luis  Obispo,  Kern, 
Santa  Barbara,  and  Los  Angeles  ;  and  said  roads,  in  the  ag- 
gregate, being  as  near  as  may  be,  four  hundred  and  two  (402) 
miles  in  length. 

And  tohereas,  the  said  party  of  the  second  part  was  hereto- 
fore, to  wit,  on  the  18th  day  of  February,  A.  D.  1868,  duly 
incorporated  and  organized  under  the  laws  of  the  State  of 
California,  for  the  purpose  of  constructing,  owning  and  main- 
taining and  operating  a  railroad  from  a  point  in  the  city  of 
Los  Angeles,  in  the  county  of  Los  Angeles,  State  of  California, 
to  a  point  on  or  near  the  Bay  of  San  Pedro,  in  said  county,  a 
distance  of  twenty  and  /,,  miles. 

And  whereas,  said  parties  Tbelieve  a  consolidation  and  amal- 
gamation of  their  capital  stock,  debts,  properties,  assets,  roads, 
telegraphs,  lands  and  franchises  will  be  mutually  advantageous  ; 

And  whereas,  more  than  three-fourths  in  value  of  the  stock- 
holders in  interest  of  each  of  said  parties,  have  consented  in 
writing  to  such  amalgamation  and  consolidation  upon  the 
terms  and  conditions  hereinafter  set  forth ; 

And  whereas,  all  of  the  railroad  corporations  included  in  the 
several  consolidations  were  duly  incorporated  prior  to  the  31st 
day  of  December,  A.  D.  1872. 

Noiv,  therefore,  under  and  by  virtue  of  the  fortieth  section  of 
a  law  of  the  State  of  California,  entitled  "  An  Act  to  provide 
for  the  incorporation  of  railroad  companies,  and  the  manage- 
ment of  the  affairs  thereof,  and  other  matters  relating  thereto," 
approved  May  20th,  1861,  and  the  several  amendments  thereto, 
the  said  parties  do  hereby  mutually  covenant  and  agree,  each 
with  the  other,  to  the  following  articles,  to  wit : 

Article  First. —  Said  parties  do  hereby  amalgamate  and 
consolidate  themselves  into  a  new  corporation  under  the  name 
and  style  of  the   Southern   Pacific  Railroad  Company,  which 


109 

new  corporation  shall  continue  in  existence  for  the  period  of 
fifty  years  from  the  date  of  these  articles ;  and  they  do  further 
consolidate  and  amalgamate  their  several  capital  stocks,  debts, 
properties,  assets,  roads,  telegraphs,  lands,  franchises,  rights, 
titles,  privilege?,  claims  and  demands  of  every  kind  whatsoever, 
as  well  in  possession  as  in  expectancy,  at  law  or  in  equity,  and 
do  grant,  convey  and  vest  the  same  in  the  said  new  corpora- 
tion, as  fully  as  the  same  are  now  severally  held  and  enjoyed 
by  them  respectively,  subject,  however,  to  all  conditions,  ob- 
ligations, stipulations,  contracts,  agreements,  liens,  mortgages, 
incumbrances,  judgments,  claims  and  charges  thereon  or  in 
anywise  affecting  the  same  or  any  part  thereof. 

Article  Second. — The  object  and  purpose  of  said  new  cor- 
poration shall  be  to  purchase,  construct,  own,  maintain  and 
operate  the  several  lines  of  railroad  hereinbefore  described,  to 
wit :  Continuous  lines  of  railroad  from  the  city  and  county  of 
San  Francisco,  in  the  State  of  California,  through  the  city  and 
county  of  San  Francisco,  the  counties  of  San  Mateo,  Santa 
Clara,  Monterey,  Fresno,  Tulare,  Kern,  San  Bernardino  and 
San  Diego,  to  some  point  on  the  Colorado  River,  in  the  south- 
eastern part  of  the  State  of  California,  a  distance  of  six  hun- 
dred and  thirty-five  and  ,807()  miles,  as  near  as  may  be ;  also  a 
line  of  railroad  from  a  point  at  or  near  Tehachapa  Pass*  by 
way  of  Los  Angeles,  to  the  Texas  Pacific  Railroad,  at  or  near 
the  Colorado  River,  a  distance  of  three  hundred  and  fifty-six 
and  tff  miles,  as  near  as  may  be ;  also  a  line  of  railroad  from 
the  town  of  Gilroy,  in  the  county  of  Santa  Clara,  in  said  State, 
passing  through  said  county,  and  the  Counties  of  Santa  Cruz 
and  Monterey,  to  a  point  at  or  near  Salinas  City,  in  said  last 
named  county,  a  distance  of  thirty-five  and  -fa  miles,  as  near 
as  may  be,  and  also  such  branches  to]  said  lines  as  the  Board 
of  Directors  of  said  corporation  may  consider  advantageous  to 
said  corporation,  and  direct  to  be  established.  And  also  from 
a  point  on  said  road  aforesaid,  at  or  near  Salinas  city,  in  the 
county  of  Monterey,  southerly  to  a  point  in  Kern  county,  south 
of  Tulare  Lake,  intersecting  the  San  Joaquin  Division  of  the 
said  Southern  Pacific  Railroad  ;  also  from  a  point  on  the 
above   described   line,  at  or   near   San  Miguel,  in   San   Luis 


110 

Obispo  county  ;  thence  in  a  southerly  direction  to  a  point  oi' 
intersection  in  Los  Angeles  county,  with  the  line  of  the  said 
Southern  Pacific  Railroad,  running  from  Tehachapa  Pass  by 
way  of  Los  Angeles  to  Fort  Yuma  ;  said  roads  passing  into  or 
through  the  counties  of  Monterey,  San  Luis  Obispo,  Kern, 
Santa  Barbara  and  Los  Angeles,  and  said  roads,  in  the  ag- 
gregate, being  as  near  as  may  be,  four  hundred  and  two  miles 
in  length  ;  also  from  a  point  in  the  city  of  Los  Angeles,  in  the 
county  of  Los  Angeles,  State  of  California,  to  a  point  on  or 
near  the  Bay  of  San  Pedro,  in  said  county,  a  distance  of 
twenty  and  one-half  miles.  The  aggregate  length  of  all  of 
said  railroads  being  one  thousand  four  hundred  and  forty - 
nine  and  fifty-four  one  hundredths  miles. 

Article  Third. — The  Board  of  Directors  of  said  new  cor- 
poration shall  consist  of  seven  persons,  and  the  following 
named  persons  shall  act  as  such  Directors  until  their  succes- 
sors shall  have  been  duly  elected  pursuant  to  the  by-laws  of 
said  new  corporation  hereafter  to  be  adopted,  viz. :  Charles 
Crocker,  David  D.  Colton,  E.  H.  Miller,  Jr.,  Robert  Robinson, 
Nicholas  T.  Smith,  Stephen  T.  Gage  and  Joseph  L.  Willcutt, 

Article  Fourth. — The  capital  stock  of  said  new  corpora- 
tion shall  be  ninety  millions  of  dollars,  divided  into  nine  hun- 
dred thousand  shares  of  one  hundred  dollars  each,  that  sum 
being  the  contemplated  actual  cost  of  said  railroads,  including 
telegraph  lines,  rolling  stock,  motive  power,  shops,  depots,  <fec. 

Article  Fifth. — Each  stockholder  of  each  of  said  parties 
shall  have  the  same  number  of  shares  of  the  capital  stock  of 
the  new  corporation  which  he  now  owns  and  holds  of  the 
capital  stock  of  his  respective  company,  upon  the  same  terms 
and  conditions,  and  shall  be  entitled  to  receive  from  said  new 
corporation  certificates  therefor,  where  the  same  has  been 
fully  paid  up,  upon  the  surrender  of  the  certificates  now  held 
by  him,  and  where  the  same  has  not  been  fully  paid  up,  he 
shall  receive  such  other  evidence  of  his  ownership  as  the  Board 


Ill 

of  Directors  of  said  new  corporation  shall  direct,  upon  the 
surrender  of  such  evidence  of  his  ownership  of  such  unpaid 
stock  as  he  may  now  hold. 

Akticle  Sixth. — And  the  said  several  parties  of  the  first 
and  second  parts,  each  for  itself,  hereby  sells,  assigns,  transfers, 
grants,  bargains,  releases  and  conveys  to  the  said  new  and  con- 
solidated company  and  corporation,  its  successors  and  assigns 
forever,  all  its  property,  real,  personal  and  mixed,  of  every 
kind  and  description  ;  all  its  capital  stock,  all  its  interest  in  the 
shares  of  its  capital  stock  subscribed,  but  not  fully  paid  up ; 
all  credits,  effects,  judgments,  decrees,  contracts,  agreements, 
claims,  dues  and  demands  of  every  kind  and  description,  and 
all  rights,  privileges  and  franchises,  corporate  and  otherwise, 
held,  owned  or  claimed  by  said  parties  of  the  first  and  second 
parts  or  either  of  them,  in  possession  or  expectancy,  either  at 
law  or  in  equity,  subject,  however,  to  all  conditions,  obligations, 
stipulations,  contracts,  agreements,  liens,  mortgages,  incum- 
brances, claims  and  charges  thereon,  or  in  anywise  affecting 
the  same. 

Article  Seventh. — The  said  new  and  consolidated  com- 
pany and  corporation  is  to  be  liable  for,  and  shall  fulfill,  per- 
form, do  and  pay  all  and  each  of  the  contracts  and  agreements, 
covenants,  duties,  obligations,  liabilities,  debts,  dues  and  de- 
mands of  the  said  several  parties  of  the  first  and  second  parts, 
but  this  amalgamation  and  consolidation  shall  not,  in  any  way, 
relieve  the  said  parties  of  the  first  and  second  parts,  or  the 
stockholders  thereof,  from  any  and  all  just  liabilities. 

In  testimony  whereof,  the  said  party  of  the  first 
part  has  caused  this  instrument  to  be  signed  by 
its  President  and  Secretary,  and  its  corporate 
seal  to  be  hereunto  affixed ;  and  the  said  party 
of  the  second  part  has  caused  this  instrument  to 
be  signed  by  its  President  and  Secretary,  and  its 
Corporate  Seal  hereunto  affixed,  in  pursuance  of 
orders  and  resolutions  of  their  several  Boards  of 


112 


Directors,  made   on  the  seventeenth  day  of  De- 
cember, A.  D.  1874. 


Seal 

Southern  Pacific 

R.  R.  Co. 


SOUTHEEN  PACIFIC  EAILEOAD 

COMPANY, 
By  CHAELES  CEOCKEE, 

President. 

J.  L.  WILLCUTT, 

Secretary. 

.• LOS  ANGELES  AND  SAN  PEDEO 

in^nlip,  :  EAILEOAD  COMPANY, 

Los  Angeles  ;  ^  LEJjAND  STANF0RD, 

San  Pedro   :  President. 

. .  R:.R. Co. . . :  J.  L.  WILLCUTT, 

Secretary. 


We,  the  undersigned,  being  the  holders  of  stock  to  the  ex- 
tent of  more  than  three-fourths  of  the  value  of  all  stockholders 
in  interest  of  the  said  Southern  Pacific  Eailroad  Company, 
party  of  the  first  part  to  the  aforegoing  new  articles  of  associ- 
ation, amalgamating  and  consolidating  the  said  parties  of  the 
first  and  second  parts,  hereby  consent  to  such  amalgamation 
and  consolidation,  and  to  the  said  new  articles  of  association, 
this  seventeenth  day  of  December,  A.  D.  1874. 

CHAELES  CEOCKEE, 
S.  T.  GAGE, 
N.  T.  SMITH, 
DAYID  D.  COLTON, 
E.  H.  MILLEE,  Jr., 
J.  L.  WILLCUTT, 
EOBEET  EOBINSON, 
MAEK  HOPKINS, 
LELAND  STANFOBD, 
C.  P.  HUNTINGTON, 
By  MAEK  HOPKINS, 

Attorney  in  Fact. 
CONTEACT  AND  FINANCE  CO., 
By  JNO.  MILLEE, 

Secretary. 


113 

We,  the  undersigned,  being  the  holders  of  stock  to  the  extent 
of  more  than  three-fourths  of  the  value  of  all  stockholders  in  in- 
terest of  the  said  Los  Angeles  &  San  Pedro  Kailroad  Company, 
party  of  the  second  part,  to  the  foregoing  new  articles  of  associ- 
ation, amalgamating  and  consolidating  the  said  parties  of  the 
first  and  second  parts,  hereby  consent  to  such  amalgamation 
and  consolidation,  and  to  the  said  new  articles  of  association, 
this  seventeenth  day  of  December,  A.  D.  1874. 

LELAND  STANFORD, 
CHARLES  CROCKER, 
DAVID  D.  COLTON, 
MARK  HOPKINS, 
C.  P.  HUNTINGTON, 
By  MARK  HOPKINS, 

Attorney  in  Fact. 
ROBERT  ROBINSON, 
J.  L.  WILLCUTT, 
CONTRACT  AND  FINANCE  CO., 
By  JNO.  MILLER, 

Secretary. 


